Common use of SEC Documents Clause in Contracts

SEC Documents. Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with 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 Seller Reports (collectively, the “Securities Laws”), and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.

SEC Documents. Seller Parent has furnished the Company with a true and complete copy of each form, statement, annual, quarterly and other report, registration statement (including exhibits and amendments) and definitive proxy statement filed by Parent with the United States U.S. Securities and Exchange Commission ("SEC") since December 31, 1998 (the “SEC”"Parent SEC Documents"), which are all the documents (other than preliminary material) all forms, reports, schedules, statements and other documents that Parent was required to be filed by it file with the SEC since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)date. As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Parent SEC Documents complied in all material respects with the requirements of the U.S. Securities Exchange Act or the Exchange Actof 1934, as the case may beamended, and the rules and regulations thereunder, and none of the Parent SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. None Since the filing of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller most recent Quarterly Report on Form 10-Q included in the Seller Reports have Parent SEC Documents, none of Parent's Organizational Documents has been prepared fromamended or modified. The balance sheets and the related statements of operations, stockholders' equity (deficit) and are cash flows (including the related notes thereto) of Parent included in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Parent SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared are in accounting requirements and accordance with the published rules books and regulations records of the SEC with respect theretoParent, have been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a basis consistent basis during the with prior periods involved (except as may be indicated in otherwise noted therein), and present fairly the notes thereto) and fairly present the consolidated financial position of Parent as of their respective dates, and the consolidated results of its operations and its cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereintherein (subject, in the case of the interim financial statements, to normal year-end adjustments).

SEC Documents. Seller Parent has filed with the United States Securities and Exchange Commission (the “SEC”) all formsrequired registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since March 20January 1, 2000 2005. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof until the Effective Time) are referred to herein as such documents have been amended since the time of their filing, collectively, the “Seller Parent SEC Reports”). .” As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Parent SEC Reports (i) were prepared in accordance and 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 promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries Parent’s subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinSEC.

SEC Documents. Seller The Company has filed all required reports, schedules, forms, statements and other documents with the United States Securities and Exchange Commission (the “"SEC”") all forms, reports, schedules, statements and other documents required (any of the foregoing are referred to be filed by it herein as the "SEC Documents") since March 207, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)1996. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, 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 promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the Seller Subsidiaries is SEC Documents contain any untrue statement of a material fact if such statement were made as of the date hereof or omits to state any material fact that would be required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 be stated therein if filed as of the Exchange Actdate hereof, 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 the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All of the Company's SEC documents filed since March 7, 1996 have been provided to the Purchasers.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the "SEC Documents"). The Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendmentor for any period beginning on or after January 1, the Seller Reports2001, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2002 (the "Recent Reports"). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared frombe so disclosed, and are in accordance with, no material non-public information has been disclosed to the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinPurchasers.

SEC Documents. Seller Parent has made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the quarter ended June 30, 1999 filed by Parent with the United States Securities and Exchange Commission (the “"SEC”) all forms"), reportsand the Form 8-K's filed on June 10, schedules1999, statements June 25, 1999 and other documents required to be filed August 10, 1999 by it since March 20, 2000 Parent with the SEC (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"PARENT SEC DOCUMENTS"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, 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 promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Parent SEC Documents, and did not contain as of their respective filing dates, none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The audited consolidated financial statements and unaudited interim financial statements of the Seller Parent included in the Seller Reports have been prepared from, and are in accordance withParent SEC Documents (collectively, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been "PARENT FINANCIAL STATEMENTS") were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved GAAP (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position and of Parent as of the consolidated respective dates thereof or the results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the respective periods presented thereinthen ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since June 30, 1999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting policies which would require disclosure in the Parent's Financial Statements under GAAP.

SEC Documents. Seller Contessa has furnished Fullcomm with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Contessa with the Commission since November 30, 1998 (as such documents have since the time of their filing been amended, the "Contessa SEC Documents") and since that date Contessa has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20pursuant to Section 12(g) of the Securities Exchange Act of 1934, 2000 as amended (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"Exchange Act"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Contessa SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated Commission thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Contessa SEC Documents, and did not contain none of the Contessa SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Contessa included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, Contessa SEC Documents 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 are accurate, complete and in accounting requirements and accordance with the published rules books and regulations records of the SEC with respect theretoContessa, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Contessa as at the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended.

SEC Documents. Seller Since January 1, 2000, Holdings has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20, 2000 with the Securities and Exchange Commission (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"SEC Documents"). As All of the SEC Documents (other than preliminary material or material which was subsequently amended), as of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included thereinfiling dates, complied with, in all material respects respects, with all applicable requirements of the Securities Act or and the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), SEC Documents. None of the SEC Documents at the time of filing and did not contain effectiveness contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of , except to the Seller Subsidiaries is required to file any formsextent such statements have been amended, reports modified or other documents with the superseded by later SEC pursuant to Sections 13 or 15 of the Exchange ActDocuments. The consolidated financial statements of the Seller Holdings included in the Seller Reports have been prepared fromSEC Documents complied with as to form, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements Securities and with the published rules and regulations of the SEC Exchange Commission with respect thereto, have been prepared in accordance with United States generally accepted accounting principles Generally Accepted Accounting Principles (“GAAP”"GAAP")(except, in the case of unaudited statements, as permitted by Form 10-Q promulgated under the Exchange Act or as otherwise noted in such statements) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of Holdings as of the dates thereof and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject in the case of unaudited statements, to normal and recurring year-end audit adjustments which were not or are not expected to be material in amount).

SEC Documents. Seller CNB has made available to Adirondack a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by CNB with the United States Securities and Exchange Commission (the “"SEC”") all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 within the two year period prior the date hereof (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the “Seller Reports”"CNB SEC Documents"), which are all the documents that CNB was required to file with the SEC within such period. As of their respective dates or, if amended, as of filing with the date of the last such amendmentSEC, the Seller Reports, including, without limitation, any financial statements or schedules included therein, CNB 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 Seller Reports (collectively, the “Securities Laws”)CNB SEC Documents, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller CNB included in the Seller Reports have been prepared fromCNB SEC Documents complied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretonotes) and fairly present in all material respects the consolidated financial position of CNB as of the dates thereof and the consolidated results of operations operations, changes in stockholders' equity and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinyears then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the CNB SEC Documents have been so filed.

SEC Documents. Seller Parent has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC since January 1, 2001, each in the form (including exhibits and any amendments thereto) filed with the United States Securities SEC prior to the date hereof (collectively, the "Parent Reports"), and Exchange Commission (the “SEC”) Parent has filed all forms, reports, schedules, statements reports and other documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)time. As of their respective dates ordates, if amended, as the Parent Reports (i) were prepared in accordance with the applicable requirements of the date of the last such amendmentSecurities Act, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC promulgated thereunder then applicable to such Seller Reports accounting requirements and (collectively, the “Securities Laws”), and ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been modified by subsequent filings with the SEC pursuant prior to Sections 13 or 15 the date hereof. Each of the Exchange Act. The financial statements of the Seller consolidated balance sheets included in or incorporated by reference into the Seller Parent Reports have been prepared from, (including the related notes and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Parent and with the published rules its Subsidiaries as of its date and regulations each of the SEC with respect theretoconsolidated statements of operations, have been prepared cash flows and stockholders' equity included in accounting requirements or incorporated by reference into the Parent Reports (including any related notes and with schedules) fairly presents in all material respects the published rules results of operations, cash flows or changes in stockholders' equity, as the case may be, of Parent and regulations its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC with respect theretoSEC), have been prepared in each case in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented noted therein.

SEC Documents. Seller The Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents with the SEC required to be filed by it the Company since March 20January 1, 2000 2007 (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentfiling, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Exchange ActSarbanes Oxley Act of 2002, as the case may be, and in each case the rules and regulations promulgated thereunder applicable thereto, and as of their respective dates (or if amended by a subsequent filing with the SEC prior to the date hereof, as of the date of such amendment) none of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents when filed complied 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared all material respects in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except for matters reflected or reserved against in the consolidated balance sheet of the Company as of December 31, 2009 (or the notes thereto) included in the Filed SEC Documents, neither the Company nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities and obligations that (i) were incurred since December 31, 2009 in the ordinary course of business in accordance with past practice, (ii) are incurred in connection with the transactions contemplated by this Agreement, or (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SEC Documents. Buyer Parent has furnished or will furnish Seller has with a true and complete copy of each report, schedule, registration statement and definitive proxy statement (including all exhibits and schedules thereto and documents incorporated by reference therein) filed by Buyer Parent with the United States Securities and Exchange Commission (the “"SEC”") since January 1, 1994 (the "SEC Documents"), which are all forms, reports, schedules, statements and the SEC Documents (other documents than preliminary material) that Buyer Parent was required to be filed by it file with the SEC since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)date. As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied as to form in all material respects with the requirements of 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 the SEC promulgated thereunder applicable to such Seller Reports (collectivelySEC Documents and none of the SEC Documents, the “Securities Laws”)as of their respective filing dates, and did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Buyer Parent included or incorporated by reference in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Buyer Parent as at the dates thereof and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended.

SEC Documents. Seller The Company has provided the Fund with copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996, its Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1997 and June 30, 1997, the Schedule 13e-4 and the 1997 SB-2 (collectively, the "SEC Documents"), each as filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of this Agreement, such documents constitute all documents filed by the last such amendmentCompany with the SEC since December 31, 1996. The Company will promptly file with the SEC all amendments to the SEC Documents, and any additional reports or other documents that may be required under the rules and regulations promulgated by the SEC. The Company will provide the Fund with copies of each Additional SEC Document promptly upon the filing thereof. On the date of their respective filings, the Seller ReportsSEC Documents complied, includingand each Additional SEC Document will comply, without limitation, any financial statements or schedules included therein, 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 "). None of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Documents contained, and did not contain none of the Additional SEC Documents will contain, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None In addition, the 1997 SB-2 complied in all material respects with the requirements of the Seller Subsidiaries is required to file any forms, reports or other documents with Securities Act on the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared fromdate it was filed, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, each amendment filed thereto will comply in all material respects with the requirements of the Securities Act on the date such amendment is filed. The Company has complied, and will continue to comply, with all applicable accounting requirements of the Exchange Act and with the published rules and regulations promulgated thereunder, with respect to the Tender Offer, and all applicable requirements of the SEC Exchange Act and the Securities Act with respect thereto, have been prepared in accounting requirements and with to the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinContemplated Public Offering.

SEC Documents. Seller TDT has furnished Stronghold with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by TDT with the SEC since February 1, 2001 (as such documents have since the time of their filing been amended, the "TDT SEC Documents") and since that date TDT has filed with the United States Securities and Exchange Commission (the “SEC”) SEC all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since pursuant to Section 15(d) of the time of their filing, collectively, the “Seller Reports”)Exchange Act. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, TDT 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 Seller Reports (collectively, the “Securities Laws”)TDT SEC Documents, and did not contain none of the TDT SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller TDT included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, TDT SEC Documents 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 are accurate, complete and in accounting requirements and accordance with the published rules books and regulations records of the SEC with respect theretoTDT in all material respects, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments), in all material respects, the consolidated financial position of TDT as of the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended.

SEC Documents. Buyer has made available to Seller has a true and complete copy of each report, schedule, registration statement, and definitive proxy statement filed by Buyer with the United States Securities SEC since January 1, 2000 and Exchange Commission prior to or on the date of this Agreement (the “SEC”"Buyer SEC Documents"), which are all the documents (other than preliminary material) all forms, reports, schedules, statements and other documents that Buyer or its Subsidiaries were required to be filed by it since March 20file with the SEC between January 1, 2000 (as such documents have been amended since and the time date of their filing, collectively, the “Seller Reports”)this Agreement. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Buyer 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 Seller Reports (collectively, the “Securities Laws”)Buyer SEC Documents, and did not contain none of the Buyer SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein there or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Buyer or its Subsidiaries is required to file has any forms, reports or other documents with outstanding and unresolved comments from the SEC pursuant with respect to Sections 13 or 15 any of the Exchange ActBuyer SEC Documents. The consolidated financial statements of the Seller Buyer included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Buyer SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto 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 are material) the consolidated financial position of Buyer and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Seller Buyer and its consolidated subsidiaries as at the dates thereof or Subsidiaries for the periods presented therein.

SEC Documents. Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates orfiling dates, if amended, as none of the date Parent’s periodic reports (the “SEC Documents”) filed with the SEC contain any untrue statement of material fact or omitted a statement of material fact required to be stated therein or necessary to make the statements therein in light of the last such amendmentcircumstances in which they were made, not misleading, and the Seller Reports, including, without limitation, any financial statements or schedules included therein, Parent’s SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of promulgated by the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain any untrue statement of a material fact or omit to state a material fact thereunder. The Parent has filed all reports required to be stated therein or necessary in order to make filed under the statements therein, in light Securities Exchange Act as of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Actdate hereof. The consolidated financial statements of the Seller included Parent contained in the Seller Reports have been prepared from, and are in accordance with, SEC Documents (the books and records of Seller and its consolidated subsidiaries, comply “Parent Financial Statements”) complied when filed in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes thereto) and present fairly present the consolidated financial position and the consolidated results of operations and cash flows Parent as of Seller and its consolidated subsidiaries as at the dates thereof thereof. The Parent has no material liabilities or for obligations (i) of the periods presented thereinnature (whether known or unknown and whether absolute, accrued, contingent or otherwise) that GAAP would require to be set forth in the balance sheet as of June 30, 2018 included in the Parent Financial Statements which are not set forth therein or (ii) other than liabilities or obligations incurred in the ordinary course of the Parent’s business since June 30, 2018.

SEC Documents. Seller Premier has furnished, or within 10 days of the date hereof shall furnish, EyeSys with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Premier with the United States Securities and Exchange Commission SEC since November 1, 1994 (the “SEC”) "SEC DOCUMENTS"), which are all forms, reports, schedules, statements and other the documents that Premier was required to be filed by it file with the SEC under the Exchange Act since March 20, 2000 (that date. The SEC Documents as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder thereunder, applicable to such Seller Reports SEC Documents, and none of the SEC Documents 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 to make the statements therein not misleading. Except to the extent that the information contained in Premier's Annual Report on Form 10-K for its fiscal year ended March 31, 1996 (collectively"FORM 10-K") has been revised or superseded by a later-filed SEC Document, or except as set forth in the Registration Statement or the Premier Letter, the “Securities Laws”), and did Form 10-K does not currently contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Premier included in the Seller Reports have been prepared from, and are in accordance with, the books and records SEC Documents as of Seller and its consolidated subsidiaries, comply 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 thereto, have been prepared in accounting requirements thereto and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinsubject to normally recurring audit adjustments.

SEC Documents. Seller has A true and complete copy of each report, registration statement, prospectus and definitive proxy statement filed by Purchaser with the United States Securities and Exchange Commission (the “SEC”) all formssince January 1, reports, schedules, statements 2002 and other documents required prior to be filed by it since March 20, 2000 the date of this Agreement (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSEC Documents”)) is available for Seller’s review through the SEC’s website. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, 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 applicable rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)thereunder, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included Purchaser contained in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto 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 United States generally accepted accounting principles (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of Purchaser and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Seller Purchaser and its consolidated subsidiaries as at the dates thereof or for the periods presented therein, respectively, and have been derived from the accounting records of Purchaser and represent only actual, bona fide transactions.

SEC Documents. Seller has filed Since the date on which a registration statement with respect to Parent Common Stock became effective with the United States Securities and Exchange Commission (the “SEC”) "Commission"), Parent has filed all forms, reports, schedules, statements and other documents (including all exhibits, schedules and annexes thereto) required to be filed by it since March 20, 2000 Parent with the Commission (as such documents have been amended since the time of their filing, collectively, the “Seller "Parent Reports”"). As Except to the extent that information contained in any Parent Report has been revised or superseded by a later Parent Report filed and publicly available prior to the date of this Agreement, as of their respective dates ordates, if amended, as of the Parent Reports (a) were (and any Parent Reports filed after the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied hereof will be) in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)thereunder, and (b) as of their respective filing dates did not (and any Parent Reports filed after the date hereof will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Parent included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been such reports (or incorporated therein by reference) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and subject to normal year-end adjustments) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of Seller Parent and its consolidated subsidiaries as at of the dates thereof or for and the periods presented thereinthen ended.

SEC Documents. Seller ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. acknowledges that ------------- ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. is a publicly held company and has filed made available to the Investors after demand true and complete copies of any requested SEC Documents. The Company has registered its Common Stock pursuant to Section 12 of the 1934 Act, and the Common Stock is listed and traded on the OTC Bulletin Board Market of the National Association of Securities Dealers, Inc. The Company has received no NOTE PURCHASE AGREEMENT BETWEEN ENTECH ENVIRONMENTAL TECHNOLOGIES, INC., INC. AND CERTAIN INVESTORS PAGE 9 OF 30 notice, either oral or written, with respect to the United States Securities continued eligibility of the Common Stock for such listing, and Exchange Commission (the “SEC”) Company has maintained all formsrequirements for the continuation of such listing. The Company has not provided to the Investors any information that, reportsaccording to applicable law, schedulesrule or regulation, statements and other documents required to be filed by it since March 20, 2000 (as such documents should have been amended since disclosed publicly prior to the time of their filingdate hereof by the Company, collectively, the “Seller Reports”)but which has not been so disclosed. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities Act or requirements of the Exchange 1934 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, and the “Securities Laws”), and SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of misleading that the Seller Subsidiaries is required to file any forms, Investor has received from the Company reports or other documents with the SEC pursuant to Sections 13 or 15 of the Securities and Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements Commission and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinNASD.

SEC Documents. Seller The Parent has delivered or made available to General Physics a true and complete copy of each material report, schedule, registration statement and definitive proxy statement filed by the Parent with the United States Securities and Exchange Commission (the “SEC”) all formsSEC since January 1, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 1993 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the “Seller Reports”)"NPD SEC Documents") which are all the documents (other than preliminary material) that the Parent was required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Forms 10-K and 10-Q included in the NPD SEC Documents (the "NPD Reports, including, without limitation, any financial statements or schedules included therein, ") 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 Seller NPD Reports (collectively, and none of the “Securities Laws”), and did not contain NPD Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The consolidated financial statements of the Seller Parent and its consolidated Subsidiaries included in the Seller NPD Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended. No representation or warranty is made as to any of the matters in this Section 3.2(d) with respect to General Physics or its subsidiaries.

SEC Documents. Seller (a) Except as set forth in Schedule 3.06(a) of the Company Disclosure Letter, since January 1, 2005, the Company has filed with with, or furnished to, as applicable, the United States Securities and Exchange Commission (the “SEC”) , all forms, reports, schedules, forms, statements and other documents required to be filed or furnished by it since March 20under the Exchange Act or the Securities Act of 1933, 2000 as amended (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSecurities Act”), as the case may be. As of their respective dates orEach Annual Report on Form 10-K and all other reports, if amendedregistration statements, definitive proxy statements or information statements (including all amendments thereto) filed or furnished by the Company with the SEC since January 1, 2005 (the “Company SEC Documents”) as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included thereinfiled, complied in all material respects with the requirements of the Exchange Act and 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 Seller Reports (collectivelyCompany SEC Documents, and, to the extent in effect and applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (“Securities LawsSOX”), and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The consolidated financial statements of the Seller Company included in each of the Seller Reports have been prepared from, and are in accordance withCompany SEC Documents (collectively, the books and records of Seller and its consolidated subsidiaries, “Company 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, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated except, in the notes theretocase of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinshown (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company has made available to Parent true, correct and complete copies of all substantive correspondence between the SEC and the Company since January 1, 2005, including, (i) all SEC comment letters and written responses to such comment letters by or on behalf of the Company and (ii) any letters, complaints, or other documents from the SEC or any staff or office of the SEC informing the Company of any inquiry, claim or proceeding (formal, informal or otherwise) or request for documents or information, and all written responses thereto by or on behalf of the Company. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or an outstanding SEC comment. (b) Except as set forth in Schedule 3.06(b) of the Company Disclosure Letter, the Company is not a party to any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, the Company in the Company’s audited financial statements or Company SEC Documents and there are no “off-balance sheet arrangements” that would be required to be reported or set forth in the Company SEC Documents. (c) The Company has made all certifications and statements required by Sections 302 and 906 of the SOX with respect to the Company’s filings pursuant to the Exchange Act. Except as would not have a Company Material Adverse Effect, the Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Documents. Seller (i) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) SEC all forms, reports, -------------- schedules, statements and other documents required to be filed with the SEC by it the Company since March 20January 1, 2000 (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the “Seller Reports”"SEC Documents"). No subsidiary of ------------- the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, 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 promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required Except to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. the (ii) The financial statements (including the related notes) of the Seller Company included in the Seller Reports have been prepared fromSEC Documents comply as to form, and are in accordance withas of their respective dates of filing, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of unaudited ---- statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as set forth in the Filed SEC Documents or incurred in the ordinary course of business since the date of the most recent balance sheet included in the Filed SEC Documents, as of the date of this Agreement, the Company and its subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), required by GAAP to be set forth on a consolidated balance sheet or in the notes thereto. (iii) There are no agreements between the Company and Devon Energy Corporation, a Delaware corporation (as successor to Pennzoil Company, a Delaware corporation) (the "Former Parent"), except the agreements listed as ------------- exhibits to the Company's registration statement on Form S-4 filed with the SEC on August 14, 1998. There is no suit, claim, action, investigation or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or any of their respective assets by the Former Parent or any of its subsidiaries, or against or affecting the Former Parent or any of its subsidiaries or any of their respective assets by the Company or any of its subsidiaries, for indemnification under such agreements or otherwise. (f) Absence of Certain Changes or Events. Since December 31, 2001 and prior ------------------------------------- to the date of this Agreement, there has not been any state of facts, change, development, effect, condition or occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Since December 31, 2001, except as disclosed in the Filed SEC Documents, the Company and its subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice and there has not been (i) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company's or any of its subsidiaries' capital stock or other equity or voting interests, except for dividends by a wholly owned subsidiary of the Company to its parent and except for the regular quarterly cash dividend with respect to the Company Common Stock in the amount of $0.025 per share in accordance with the Company's past dividend policy, (ii) any purchase, redemption or other acquisition of any shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries or any options, warrants, calls or rights to acquire such shares or other interests, (iii) prior to the date of this Agreement, any split, combination or reclassification of any of the Company's or any of its subsidiaries' capital stock or other equity or voting interests or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of, or other equity or voting interests in, the Company or any of its subsidiaries, (iv) (x) any granting by the Company or any of its subsidiaries to any current or former director, officer or employee of any increase in compensation, bonus or other benefits or any such granting of any type of compensation or benefits to any current or former director, officer or employee not previously receiving or entitled to receive such type of compensation or benefit, except for increases of cash compensation in the ordinary course of business

SEC Documents. Seller PPTI has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20, 2000 with the Securities and Exchange Commission (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsCommission”) pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents”). As of their respective dates or, if amended, as of PPTI is not currently eligible to use Form S-3 for stockholder registration statements under the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Securities Act. The SEC Documents have 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 Commission promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of their respective dates, to the Seller Subsidiaries is required to file any formsbest of PPTI’s knowledge during those respective dates, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller PPTI included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles as in effect from time to time (“GAAP”) applied on a consistent basis ), consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position condition of PPTI as of the respective dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the respective periods presented thereinthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the SEC Documents, PPTI has not received notification from the Commission, and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against PPTI and/or relating to any of PPTI’s securities.

SEC Documents. Seller The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”) all formssince January 1, reports2014, schedulespursuant to Sections 13(a), statements 14(a) and other documents required to be filed by it since March 2015(d) of the of the Securities and Exchange Act of 1934, 2000 as amended (as such documents have been amended since the time of their filing, “Exchange Act”) (collectively, the “Seller ReportsSEC Documents”). As of their its respective dates orfiling date, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, each SEC Document complied in all material respects with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the Seller Subsidiaries is SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents with in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC pursuant to Sections 13 or 15 Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents when filed 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared all material respects in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments).

SEC Documents. Seller has made available to Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Seller with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it SEC since March 2031, 2000 1994 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the “"Seller Reports”)SEC Documents") which are all of the documents (other than preliminary material) that Seller was required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 or the Securities Exchange ActAct of 1934, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the Seller SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Seller as at the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended. To the best of its knowledge Seller is not now, nor has it ever been, the subject of any inquiry or other investigation by the SEC ("SEC Investigation"), nor, to the best knowledge of Seller, is any such SEC Investigation pending or threatened.

SEC Documents. Seller PCA has delivered or made available to Sierra a true and complete copy of each material report, schedule, registration statement and definitive proxy statement filed by PCA with the United States Securities and Exchange Commission (the “SEC”) all formsSEC since January 1, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 1992 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the “Seller Reports”)"PCA SEC Documents") which are all the documents (other than preliminary material) that PCA has been required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, PCA 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 Seller Reports (collectively, PCA SEC Documents and at the “Securities Laws”), and did not contain time of its filing none of the PCA SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The consolidated financial statements of the Seller PCA included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, PCA SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of PCA and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended.

SEC Documents. Seller For the two years preceding the date hereof, the Company has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20, 2000 with the Securities and Exchange Commission (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including under Section 13(a) and 15(d) thereof, and has filed all registration statements and other documents required to be filed by it with the SEC pursuant to the Securities Act. All materials filed by the Company with the SEC under the Securities Act or the Exchange Act for the two years preceding the date hereof and all amendments thereto, including exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, are hereinafter referred to herein as the “SEC Documents.” The Company has made available to representatives of the Investors all of the SEC Documents. As of their respective dates (or, if amended, as of then on the date of the last such amendment), the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities requirements of the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is Any statements made in any such SEC Documents that are or were required to file any forms, reports be updated or other documents with the SEC pursuant to Sections 13 or 15 of amended under the Exchange Act or the Securities Act. The financial statements of , as the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretocase may be, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof so updated or for the periods presented thereinamended.

SEC Documents. Seller Except as disclosed in Schedule 3.6, since December 31, 1993, the Company has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, 2000 as amended (the "Exchange Act") (all of the foregoing filed after December 31, 1993 and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to herein as such the "SEC Documents"). The Company has delivered to Purchaser true and complete copies of the SEC Documents, except for exhibits, schedules and incorporated documents have been amended since the time of their filing, collectively, SEC documents filed prior to the “Seller Reports”date hereof (the "Filed SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Other than as set forth in Schedule 3.6(a), none of the Seller Subsidiaries is statements made in any such SEC Documents is, or has been, required to file any forms, reports be updated or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Actamended under applicable law. The financial statements of the Seller Company included in the Seller Reports SEC Documents have been prepared fromin accordance with U.S. generally accepted accounting principles, consistently applied, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they do not include footnotes or are condensed or summary statements) and fairly present accurately and completely the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, year-end audit adjustments, to the extent the existence of the facts giving rise to such adjustments would not have a Material Adverse Effect). Except as set forth in the financial statements of the Company included in the Filed SEC Documents or as disclosed in Schedule 3.6(b), the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements 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 statements, in each case of clause (i) and (ii) next above which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company. The Filed SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments 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"). 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. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, or the happening of any further event or condition, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect.

SEC Documents. Seller (a) Since January 1, 2012, the Purchaser has filed with with, or furnished to, as applicable, the United States Securities and Exchange Commission (the “SEC”) SEC all formsregistration statements, prospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed with or furnished to, as applicable, the SEC by it since March 20, 2000 the Purchaser (as such documents have been amended since the time of their filingtogether with all exhibits and schedules thereto and all information incorporated therein by reference, collectively, the “Seller ReportsPurchaser SEC Documents”). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Purchaser SEC Documents (i) complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (to the extent then applicable) and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None misleading in any material respect. (b) Each of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The consolidated financial statements of the Seller included (including, in each case, any related notes thereto) contained in the Seller Reports have been prepared fromPurchaser SEC Documents, and are in accordance withincluding each Purchaser SEC Document filed after the date hereof until the Closing, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (i) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during throughout the periods involved and (except ii) fairly presented in all material respects, as may be indicated in the notes thereto) and fairly present applicable, the consolidated financial position of the Purchaser and its Subsidiaries as of the respective dates thereof and the consolidated results of the Purchaser’s and its Subsidiaries’ operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinindicated (except, in the case of each of sub-clauses (i) and (ii), that the unaudited interim financial statements were subject to normal year-end and quarter-end adjustments, which were not material).

SEC Documents. Seller The Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, required reports, schedules, forms, statements and other documents required with the Commission (any of the foregoing are referred to be filed by it since March 20, 2000 (herein as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain to the Company's and Subsidiary's knowledge, none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, to the Company's and Subsidiary's knowledge, none of the Seller Subsidiaries is SEC Documents currently contains any untrue statement of a material fact at the time that it was made or omits to state any material fact required to file any forms, reports be stated therein or other documents with necessary in order to make the SEC pursuant to Sections 13 or 15 statements therein as of the Exchange Actdate thereof, in light of the circumstances under which they were made, not misleading. The financial statements of the Seller Company and Subsidiary included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-QSB of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.a

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the "SEC Documents"). The Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2002 (the "Recent Reports"). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared frombe so disclosed, and are in accordance with, no material non-public information has been disclosed to the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinPurchasers.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2004 (the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared frombe so disclosed, and are in accordance with, no material non-public information has been disclosed to the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinPurchasers.

SEC Documents. The Seller has filed is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to file with the United States Securities and Exchange Commission (the “Commission” or the “SEC”) reports and other documents pursuant to Sections 13 and 15(d) thereof (all formsreports filed or required to be filed by the Seller with the SEC, reportsincluding all exhibits thereto or incorporated therein by reference, schedulesand all documents filed by the Seller under the Securities Act, statements or any other provisions of the Exchange Act (other than the Seller’s Proxy Statement filed with the SEC on February 12, 2004, as supplemented (the “Proxy Statement”) and Seller’s Schedule 14D-9 filed with the SEC on December 31, 2003, as amended) are hereinafter called the “SEC Documents,” and all SEC Documents with respect to any period ending on or after December 31, 2002, are hereinafter called the “Recent Reports”). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All Recent Reports filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied with the SEC (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and 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 Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available to the Purchaser a correct and complete copy of each proxy statement and report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared frombe so disclosed, and are in accordance with, no material non-public information has been disclosed to the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinPurchasers.

SEC Documents. Buyer has furnished to Seller has true and complete copies ------------- of all reports, registration statements and definitive proxy statements filed by it with the United States SEC under the Securities and Exchange Commission Act of 1933 (the “SEC”"1933 Act") and the Securities Exchange Act of 1934 (the "Exchange Act") for all formsperiods subsequent to December 31, 1998, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"). No reports, schedules, registration statements and other documents or definitive proxy statements were required to be filed by it Buyer since March 20December 31, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)1998 except for those actually filed and furnished to Seller. As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities requirements of the 1933 Act or the Exchange Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. None of , except to the Seller Subsidiaries is required to file any forms, reports or other documents extent corrected by a subsequently filed document with the SEC pursuant to Sections 13 or 15 of the Exchange ActSEC. The financial statements of Buyer, including the Seller notes thereto, included in the Seller Reports have been prepared from, and are in accordance with, SEC Documents (the books and records of Seller and its consolidated subsidiaries, "Buyer 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, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly present the consolidated financial position and the consolidated condition, operating results of operations and cash flows of Seller and its consolidated subsidiaries Buyer as at of the dates thereof or for and periods indicated therein (subject, in the periods presented thereincase of unaudited statements, to normal year-end adjustments, which will not be material in amount). There has been no change in Buyer's accounting policies except as described in the notes to the Buyer Financial Statements.

SEC Documents. Buyer has provided to Seller has filed its Annual Report on Form 10-K for the year ended December 31, 1995, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, its current reports on Form 8-K dated August 28, 1996, as amended by Amendment No. 1 thereto dated October 28, 1996, and January 27, 1997, and its proxy statement with the United States Securities and Exchange Commission respect to its Annual Meeting of Stockholders for 1996 (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since collectively referred to herein as the time of their filing, collectively, the “Seller Reports”"SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, 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 Commission promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The consolidated financial statements of the Seller Buyer included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position of Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended. Since September 30, 1996, other than as discussed in the SEC Documents, there has been no material adverse change in the business of Buyer and its subsidiaries, taken as a whole.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the "SEC Documents"). The Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2003 (the "Recent Reports"). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared frombe so disclosed, and are in accordance with, no material non-public information has been disclosed to the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinPurchasers.

SEC Documents. Seller Since at least September 1, 2005, the Company has timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20with the SEC pursuant to the reporting requirements of the Exchange Act of 1934, 2000 as amended (the "1934 Act") (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 exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities requirements of the 1934 Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is statements made in any such SEC Documents is, or has been, required to file any formsbe amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As of their respective dates, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to June 30, 2005 (ii) liabilities set forth on Schedule 2.21 and (iii) 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 statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company.

SEC Documents. Seller Parent has filed with the United States Securities and Exchange Commission (the “SEC”) or furnished, as applicable, all forms, reports, schedules, forms, statements and other documents required to be filed by it with or furnished by it to the SEC since March 20January 1, 2000 1999 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"PARENT SEC DOCUMENTS"). As of their its respective dates ordate, if amendedeach Parent SEC Document, as of the date of the last such amendment, the Seller Reports, including, without limitation, including any financial statements or schedules included therein, complied in all material respects with the Securities requirements of the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Parent SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The consolidated financial statements of the Seller Parent and its consolidated subsidiaries included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Parent SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, Documents have been prepared in accordance with United States generally accepted accounting principles in France (“"FRENCH GAAP”") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), include such additional disclosures as are required by, and fairly comply as to form in all material respects with, the published rules and regulations of the SEC with respect thereto, and present fairly, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal, recurring year-end audit adjustments).

SEC Documents. Seller The Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and other documents reports required to be filed by it since March 20under the Securities Exchange Act of 1934, 2000 as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such documents have been amended since material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement and the Confidential Private Placement Memorandum dated July 1, 1997 furnished by or on behalf of the Company, the "Disclosure Materials") on a timely basis, or has received a valid extension of such time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, 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 Seller Reports (collectively, the “Securities Laws”)thereunder, and did not contain none of the SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present in all material respects the consolidated financial position of the Company and the consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinshown, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect which has not been specifically disclosed in writing to the Purchasers by the Company. The Company last filed audited financial statements with the Commission on April 15, 1997, and has not received any comments from the Commission in respect thereof.

SEC Documents. Seller has (a) The Purchasers have been provided by the Company with true and complete copies of each SEC Document on its behalf or on behalf of any of its Subsidiaries filed with the United States Securities and Exchange Commission SEC since January 1, 1998 which are all the documents (other than preliminary material) that the “SEC”) all forms, reports, schedules, statements and other documents Company has been required to be filed by it file with the SEC since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as Act applicable to the case may be, and the rules and regulations SEC Documents. None of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. . (b) The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are SEC Documents referred to in accordance with, the books and records of Seller and its consolidated subsidiaries, Section 4.7(a) 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of unaudited statements, to normal annual footnotes and year-end audit adjustments) the respective consolidated financial position positions of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or changes in financial condition for the periods presented thereinthen ended.

SEC Documents. Seller The Company has filed with the United States Securities and Exchange Commission (the “SEC”) SEC since January 1, 1999, all formsrequired registration statements, reports, schedules, forms, statements, proxy or information statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since including exhibits and all other information incorporated therein) (the time of their filing, collectively, the “Seller Reports”"COMPANY SEC DOCUMENTS"). As of their respective dates dates, the Company SEC Documents complied or, if amendedwith respect to those not yet filed, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied will comply in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable and, except to such Seller Reports (collectivelythe extent that information contained in any Company SEC Document has been revised and superseded by or restated in a later filed Company SEC Document, the “Securities Laws”)did not or, and did with respect to those not yet filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared fromCompany SEC Documents comply as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available to the Purchasers a correct and complete copy of each report which the Seller filed with the Commission under the Exchange Act for any period ending on or after December 31, 2005 (the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to file any formsbe so disclosed, reports or other documents with and no material non-public information has been disclosed to the SEC pursuant to Sections 13 or 15 Purchasers, except as contemplated by the letter agreement, dated as of the Exchange Act. The financial statements of March 14, 2007, by and among the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at Purchasers (the dates thereof or for the periods presented therein“Letter Agreement”).

SEC Documents. Seller has Except for DYNA’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2012 and June 30, 212, and its amendment no. 2 to its Form 8-K originally filed with the United States Securities and Exchange Commission (the “SEC”) on January 23, 2012, and as disclosed in Schedule 3.16, since January 17, 2012, DYNA has timely filed all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20with the SEC pursuant to the Securities Act or the Securities Exchange Act of 1934, 2000 as amended (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsExchange Act”) (all of the foregoing, and all exhibits included or required to be included therein and financial statements, notes and schedules thereto and documents incorporated by reference or required to be incorporated by reference therein being hereinafter referred to as the “SEC Documents”). DYNA has delivered to Seller or its representatives true, correct and complete copies of the SEC Documents not available on the ED▇▇▇ ▇ystem, if any. As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with all applicable requirements of the Securities Act or and/or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.

SEC Documents. The Seller has filed is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to file with the United States Securities and Exchange Commission (the “"Commission" or the "SEC”") reports and other documents pursuant to Sections 13 and 15(d) thereof (all formsreports filed or required to be filed by the Seller with the SEC, reportsincluding all exhibits thereto or incorporated therein by reference, schedulesand all documents filed by the Seller under the Securities Act, statements or any other provisions of the Exchange Act (other than the Seller's Proxy Statement filed with the SEC on February 12, 2004, as supplemented (the "Proxy Statement") and Seller's Schedule 14D-9 filed with the SEC on December 31, 2003, as amended) are hereinafter called the "SEC Documents," and all SEC Documents with respect to any period ending on or after December 31, 2002, are hereinafter called the "Recent Reports"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All Recent Reports filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied with the SEC (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and 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 Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.

SEC Documents. Buyer has made available to Seller has a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Buyer with the United States Securities and Exchange Commission AND EXCHANGE COMMISSION (THE "COMMISSION") since the “SEC”beginning of its last full fiscal year (THE "SEC DOCUMENTS"), which are all the documents (other than preliminary materials) all forms, reports, schedules, statements and other documents that Buyer was required to be filed by it file with the Commission since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)date. As of their respective dates ordates, if amended, as of the date of the last such amendmentto Buyer's knowledge, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities Act or requirements of the Exchange Act, the Securities Exchange Act of 1934, as the case may beamended, and the rules and regulations of the Commission thereunder. Except to the extent information contained in any SEC promulgated thereunder applicable Document has been revised or superseded by a later filed SEC Document, to such Seller Reports (collectivelyBuyer's knowledge, none of the “Securities Laws”), and did not contain SEC Documents currently contains any untrue statement of a material fact or omit omits 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 are made, not misleading. None of To Buyer's knowledge, the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Buyer included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) thereto and fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments which are not materially adverse) the consolidated financial position of Buyer as of the dates thereof and the consolidated results result of operations their oprations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or changes in financial position for the periods presented thereinthen ended.

SEC Documents. Seller Autobytel has filed filed, or furnished, as applicable, all required reports, schedules, registration statements and other documents with the United States Securities and Exchange Commission (the “SEC”) all formssince December 31, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 2009 (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsAutobytel SEC Documents”). As of their respective dates of filing with the SEC (or, if amendedamended or superseded by a filing prior to the date hereof, as of the date of the last such amendmentfiling), the Seller Reports, including, without limitation, any financial statements or schedules included therein, Autobytel SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange ActAct of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)Autobytel SEC Documents, and did not contain none of the Autobytel SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Autobytel included in the Seller Reports have been prepared fromAutobytel SEC Documents complied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of Seller and its consolidated subsidiaries, comply in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, have been prepared in accounting requirements and with the published rules and regulations case of unaudited statements, as permitted by Form 10-Q of the SEC with respect theretoSEC), have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of Autobytel and its consolidated subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of Seller and its consolidated subsidiaries such companies as at of the dates thereof or and for the periods presented thereinshown.

SEC Documents. Seller (a) The Company has filed with the United States Securities and Exchange Commission (the “SEC”) or furnished on a timely basis all forms, required reports, schedules, statements forms, statements, and other documents required (including exhibits and all other information incorporated therein) with the SEC on or after April 30, 2011 (such reports, schedules, forms, statements, and other documents being hereinafter referred to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Exchange ActS▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent amended or superseded by a later filing prior to the date hereof. None As of the Seller Subsidiaries is required to file any formsdate hereof, reports there are no material outstanding or other documents with unresolved written comments received from the SEC pursuant with respect to Sections 13 or 15 any of the Exchange Act. SEC Documents. (b) The consolidated financial statements (including any related notes and schedules) of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, SEC Documents (the books and records of Seller and its consolidated subsidiaries, “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, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that material information required to be disclosed by the Company in the SEC Documents is recorded and reported on a timely basis to the individuals responsible for the preparation of the SEC Documents. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since April 30, 2011, the Company has disclosed to the Company’s auditors and the Audit Committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that were Known to the Company and (B) any fraud or allegation of fraud Known to the Company that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Since April 30, 2011, (i) to the Knowledge of the Company, none of the Company or any of its Subsidiaries or any of their directors or executive officers has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Board of Directors of the Company, any committee thereof or to any executive officer of the Company evidence of a material violation of securities laws, a breach of fiduciary duty or a similar material violation by the Company or any of its Subsidiaries or any of their officers, directors or employees.

SEC Documents. Seller IBC has made available to MSB a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by IBC with the United States Securities and SEC (other than reports filed pursuant to Section 13(d) or 13(g) of the Exchange Commission (the “SEC”Act) all formssince January 1, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 1995 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the “Seller Reports”"IBC SEC Documents"), which are all the documents (other than preliminary material and reports required pursuant to Section 13(d) or 13(g) of the Exchange Act) that IBC was required to file with the SEC since such date. As of their respective dates or, if amended, as of filing with the date of the last such amendmentSEC, the Seller Reports, including, without limitation, any financial statements or schedules included therein, IBC 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 Seller Reports (collectively, the “Securities Laws”)IBC SEC Documents, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller IBC included in the Seller Reports have been prepared fromIBC SEC Documents complied as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of IBC and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations operations, changes in shareholders' equity and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or such companies for the periods presented thereinthen ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the IBC SEC Documents have been so filed.

SEC Documents. The Seller has filed a true and complete copy of each report, schedule, registration statement and definitive proxy statement required to be filed by the Seller with the United States Securities and Exchange Commission (the “"SEC”") all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the “Seller Reports”"SEC Documents"), all of which are available on the SEC's ▇▇▇▇▇ filing system. As of their respective dates ordates, if amended, as of and with respect to the date of Purchased Assets and the last such amendmentBusiness, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of , with respect to the Seller Subsidiaries is required to file any forms, reports or other documents with Purchased Assets and the SEC pursuant to Sections 13 or 15 of the Exchange ActBusiness. The financial statements of the Seller relating to the Purchased Assets and the Business included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents 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 accounting requirements from and with the published rules and regulations of the SEC with respect thereto, have been prepared are in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in books and records of the notes thereto) Seller and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and of the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented thereinthen ended, in each case in conformity with generally accepted accounting principles applied on a consistent basis during such periods (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC).

SEC Documents. Seller Since January 1, 2005, the Issuer has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements forms, statements, Material Contracts, and other documents required to be filed by it since March 20, 2000 with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein) being hereinafter referred to as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectivelythe SEC Documents. None of the SEC Documents, at the “Securities Laws”)time they were filed with the SEC, and did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports misleading (except as such SEC Documents have been subsequently amended or other documents with revised in the SEC pursuant Documents prior to Sections 13 or 15 the Effective Date). As of their respective dates, the Exchange Act. The financial statements of the Seller Issuer included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents 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 accounting requirements and with the published rules and regulations . No other information provided by or on behalf of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during Issuer to the periods involved (except as may be indicated Purchasers which is not included in the notes thereto) and fairly present SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the consolidated financial position and statements therein, in the consolidated results light of operations and cash flows the circumstances under which they are or were made, not misleading. None of Seller and its consolidated subsidiaries 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 Issuer meets the requirements for use of Form S-3 for registration of the resale of Registrable Securities (as at defined in the dates thereof or for the periods presented thereinRegistration Rights Agreement).

SEC Documents. Seller The Parent has timely filed with the United States Securities SEC all required documents since January 1, 1993, and Exchange Commission will timely file all required Parent SEC Documents between the date hereof and the Effective Time (the “SEC”) all forms, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectivelydocuments, the “Seller Reports”"Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements Parent SEC Documents complied or schedules included therein, complied will comply 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 and, as of their respective dates, none of the Parent SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The consolidated financial statements of the Seller Parent included or to be included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, Parent SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and statements of cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented then ended (subject, in the case of unaudited statements, to normal year- end audit adjustments and to any other adjustments described therein).

SEC Documents. Seller Financial Statements; Sarbanes-Oxley. Since June 30, 2000, the Company has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reportstimely file▇ ▇▇▇ ▇▇▇▇▇▇▇, schedules, forms, statements and other documents required to be filed by it since March 20with the SEC pursuant to the reporting requirements of the Exchange Act (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 exhibits) incorporated by reference therein, 2000 being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to each Investor, or each Investor has had access to, true and complete copies of the SEC Documents (as including via EDGAR), except for such documents have been amended since the time of their filing, collectivelyexhibits and incorporated documents. As ▇▇ ▇▇eir respective dates, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, SEC Documents complied in all material respects with the Securities requirements of the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of their respective dates, the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to March 30, 2003, and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to March 30, 2003 are not, in the aggregate, material to the financial condition or operating results of the Company. The Company is in substantial compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the "Sarbanes- Oxley Act"), and the r▇▇▇▇ ▇▇▇ ▇▇▇▇▇ations promulgated ▇▇▇▇▇▇▇▇▇▇, ▇▇▇t are effective, and intends to comply substantially with other applicable provisions of the Sarbanes-Oxley Act, and the rules and regulations promulgated the▇▇▇▇▇▇▇, ▇▇▇▇ the effectiveness of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has furnished to the SEC, all certifications required by Section 302 and Section 906 of the Sarbanes-Oxley Act; such certifications contain no qualifications ▇▇ ▇▇▇▇▇▇▇▇▇▇ to the matters certified therein and have not been modified or withdrawn; and neither the Company nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. The representations and warranties herein contained are subject to Schedule 3.7.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements and reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by it since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”). As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared frombe so disclosed, and are in accordance with, no material non-public information has been disclosed to the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinPurchasers.

SEC Documents. Seller has Nicaragua hereby makes reference to the following documents filed with the United States Securities and Exchange Commission (the “SEC”) all forms), reportsas posted on the SEC’s website, schedules, statements and other documents required to be filed by it since March 20, 2000 ▇▇▇.▇▇▇.▇▇▇: (as such documents have been amended since the time of their filing, collectively, the “Seller ReportsSEC Documents”)): (a) Annual Report on Form 10-K for the fiscal years ended October 31, 2009 and 2008; (b) Form SB-2 filed with the SEC on December 21, 2007, and (c) Quarterly Reports on Form 10-Q for the periods ended January 31, April 30 and August 31, 2009 and 2008; and any amendments thereto. As To Nicaragua’s and Sunflower’s knowledge the SEC Documents constitute all of the annual and quarterly reports that Nicaragua 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 December 21, 2007. To Nicaragua’s knowledge, as of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, 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 promulgated thereunder and none of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain any Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of To Nicaragua’s knowledge, the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Nicaragua included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Nicaragua as of the dates thereof and the its consolidated results statements of operations operations, stockholders’ equity and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were and are not expected to have a material adverse effect on Nicaragua, its business, financial condition or results of operations).

SEC Documents. Seller Financial Statements; Undisclosed Liabilities. TriNet has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since March 20January 1, 2000 1996 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"TriNet SEC Documents"). As All of the TriNet SEC Documents (other than preliminary materials or materials that were subsequently amended), as of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included thereinfiling dates, complied in all material respects with all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), 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 Seller Reports (collectively, TriNet SEC Documents. None of the “Securities Laws”), and did not contain TriNet SEC Documents at the time of filing contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been amended, modified or superseded by later filed TriNet SEC Documents. None of the Seller Subsidiaries is required to file any formsTriNet SEC Documents is, reports or other documents with the SEC pursuant to Sections 13 or 15 as of the Exchange Actdate hereof, the subject of any confidential treatment request by TriNet. The Except to the extent such statements have been amended, modified or superseded by later TriNet Filed SEC Documents (as defined below), the consolidated financial statements of the Seller TriNet, as applicable, included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply TriNet SEC Documents 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") (except, in the case of interim financial 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) and fairly present presented in all material respects, in accordance with the applicable requirements of GAAP, the consolidated financial position of TriNet and the TriNet Subsidiaries taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended (subject, in the case of interim financial statements, to normal year-end adjustments). Except as set forth in the TriNet SEC Documents filed with the SEC prior to the date of this Agreement (the "TriNet Filed SEC Documents"), neither TriNet nor any TriNet Managed Subsidiary has, nor, to TriNet's Knowledge, does any TriNet Non-Managed Subsidiary have, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of TriNet or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to result in a TriNet Material Adverse Effect.

SEC Documents. Seller Royaltech has filed with the United States Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, forms, statements and other documents required to be filed by it since March 20with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents”), 2000 (as and during the 12 calendar months prior to the date hereof all such documents SEC Documents have been amended since the time of their filing, collectively, the “Seller Reports”)filed in a timely manner. As of their respective dates or, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, The SEC Documents have 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 Commission promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)SEC Documents, and did not contain none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of their respective dates, to the Seller Subsidiaries is required to file any formsbest of Royaltech’s knowledge during those respective dates, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Royaltech included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles as in effect from time to time (“GAAP”) applied on a consistent basis ), consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position condition of Royaltech as of the respective dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the respective periods presented thereinthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. Seller has filed Since the date on which a registration statement with respect to Parent Common Stock became effective with the United States Securities and Exchange Commission (the “SEC”"Commission") to the date hereof, Parent has filed all forms, reports, schedules, statements and other documents (including all exhibits, schedules and annexes thereto) required to be filed by it since March 20, 2000 Parent with the Commission (as such documents have been amended since the time of their filing, collectively, the “Seller "Parent Reports”"). As Except to the extent that information contained in any Parent Report has been revised or superseded by a later Parent Report filed and publicly available prior to the date of this Agreement, as of their respective dates ordates, if amended, as of the Parent Reports (a) were (and any Parent Reports filed after the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied hereof will be) in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)thereunder, and (b) as of their respective filing dates did not (and any Parent Reports filed after the date hereof will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Parent included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been such reports (or incorporated therein by reference) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and subject to normal year-end adjustments) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of Seller Parent and its consolidated subsidiaries as at of the dates thereof or for and the periods presented thereinthen ended.

SEC Documents. Seller Parent has furnished or made available to the Company a true and complete copy of each form, statement, annual, quarterly and other report, registration statement (including exhibits and amendments) and definitive proxy statement filed by Parent with the United States U.S. Securities and Exchange Commission ("SEC") since December 31, 1998 (the “SEC”"Parent SEC Documents"), which are all the documents (other than preliminary material) all forms, reports, schedules, statements and other documents that Parent was required to be filed by it file with the SEC since March 20, 2000 (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”)date. As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, Parent SEC Documents complied in all material respects with the requirements of the U.S. Securities Exchange Act or the Exchange Actof 1934, as the case may beamended, and the rules and regulations thereunder, and none of the Parent SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”), and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. None Since the filing of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller most recent Quarterly Report on Form 10-Q included in the Seller Reports have Parent SEC Documents, none of Parent's Organizational Documents has been prepared fromamended or modified except to decrease the number of Directors who sit on Parent's Board of Directors. The balance sheets and the related statements of operations, shareholders' equity (deficit) and are cash flows (including the related notes thereto) of Parent included in accordance with, the books and records of Seller and its consolidated subsidiaries, comply Parent SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared are in accounting requirements and accordance with the published rules books and regulations records of the SEC with respect theretoParent, have been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a basis consistent basis during the with prior periods involved (except as may be indicated in otherwise noted therein), and present fairly the notes thereto) and fairly present the consolidated financial position of Parent as of their respective dates, and the consolidated results of its operations and its cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.

SEC Documents. The Seller has filed with is obligated under the United States Securities and Exchange Commission Act of 1934, as amended (the “SEC”"Exchange Act") all forms, to file reports, schedulesSchedules, forms, statements and other documents (all such documents filed or required to be filed by it since March 20the Seller, 2000 including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has timely filed all SEC Documents required to be filed with the SEC under the Exchange Act during the two (as such documents have been amended since 2) years immediately preceding the time date of their filing, collectively, the “Seller Reports”)this Agreement. As of their respective dates orfiling dates, if amended, as of the date of the last all such amendment, SEC Documents filed by the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied (i) were prepared in all material respects in accordance with the Securities Act or requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)thereunder, and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is required material to file any forms, reports or other documents with the Seller has been disclosed in the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinDocuments.

SEC Documents. Seller DVL has furnished TDC with a true and complete copy of each report and schedule filed by DVL with the SEC since September 25, 1996 (as such documents have since the time of their filing been amended, the "DVL SEC Documents"), and since that date DVL has filed with the United States Securities and Exchange Commission (the “SEC”) SEC all forms, reports, schedules, statements and other documents required to be filed by it since March 20pursuant to Section 15(d) of the Exchange Act of 1934, 2000 as amended (as such documents have been amended since the time of their filing, collectively, the “Seller Reports”"Exchange Act"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Seller Reports, including, without limitation, any financial statements or schedules included therein, DVL 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 promulgated thereunder applicable to such Seller Reports (collectively, the “Securities Laws”)DVL SEC Documents, and did not contain none of the DVL SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller DVL included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, DVL SEC Documents (i) 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 (ii) are accurate, complete and in accounting requirements and accordance with the published rules books and regulations records of the SEC with respect theretoDVL, (iii) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) and (iv) fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of DVL as at the dates thereof and the consolidated results of its operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended.

SEC Documents. Seller The Company has furnished the Purchaser with a correct and complete copy of each report, schedule and registration statement filed by the Company with the United States Securities and Exchange Commission SEC on or after January 1, 1995 (the “SEC”"SEC Documents"), which are all the ------------- documents (other than preliminary material) all forms, reports, schedules, statements and other documents that the Company was required to be filed by it since March 20, 2000 file (as or otherwise did file) with the SEC on or after such documents have been amended since the time of their filing, collectively, the “Seller Reports”)date. As of their respective dates ordates, if amended, as of the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the Securities Act or the Exchange Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Seller Reports Documents (collectively, the “Securities Laws”), including all exhibits and did not contain schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None , and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Seller Subsidiaries is required to file any forms, reports Securities Act or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of the Seller Company included in the Seller Reports have been prepared from, and are in accordance with, the books and records of Seller and its consolidated subsidiaries, comply SEC Documents complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of Seller and its consolidated subsidiaries as at the dates thereof or for the periods presented thereinthen ended.

SEC Documents. Seller The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the United States Securities and Exchange Commission (the “SEC”) all formsSEC since December 28, reports, schedules, statements and other documents required to be filed by it since March 20, 2000 1997 (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the “Seller Reports”"Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates ordates, if amended, as of (i) the date of the last such amendment, the Seller Reports, including, without limitation, any financial statements or schedules included therein, 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 Seller Reports (collectively, the “Securities Laws”)Company SEC Documents, and did not contain (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15 of the Exchange Act. The financial statements of the Seller Company included in the Seller Reports have been prepared fromCompany 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 are in accordance with, the books and records unaudited financial statements of Seller the Company and its consolidated subsidiariessubsidiaries for the fiscal quarters ended April 2, comply 2000 and July 2, 2000, including the balance sheet of the Company and its subsidiaries dated July 2, 2000 (the "Balance Sheet")) complied 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 accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position and of the consolidated results of operations and cash flows of Seller Company and its consolidated subsidiaries as at the dates thereof or and the consolidated results of their operations, stockholders' equity and cash flows for the periods presented thereinthen ended in accordance with GAAP. As of July 2, 2000, neither the Company nor any of its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, 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 set forth in the Company SEC Documents and except for liabilities or obligations incurred in the ordinary course of business consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, that would have a Material Adverse Effect on the Company, or would be required by GAAP to be reflected on a consolidated balance sheet of the 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.