Common use of SEC Documents Clause in Contracts

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective Xx xx xxxxx xxxxxxtive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1June 15, 20032021, the Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC under U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act or the Exchange Act of 1934, as amended (and the "Exchange Act") rules and regulations promulgated thereunder (all of the foregoing documents filed prior with or furnished to the date hereof or amended after the date hereof SEC and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective filing or furnishing dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting the requirements of the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act or the Exchange Act, as the case may be, and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principlespromulgated thereunder, 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, applicable to the extent they may exclude footnotes or may be condensed or summary statements) respective SEC Documents, and, fairly present in all material respects the financial position none of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, includingat the time they were filed or furnished, without limitation, information referred to in this Agreement, contains contained any untrue statement of a material fact or omits omitted to state any 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. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market. The Company is in compliance with the Xxxxxxxx-Xxxxx Act of 2002 in all material respects.

SEC Documents. Financial Statements. Since January 1The Company has made available to WIC a true and complete copy of each report, 2003schedule, registration statement and definitive proxy statement filed by the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under since December 31, 1997 and prior to or on the Securities Exchange Act date of 1934, as amended this Agreement (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "Company SEC Documents"). The , which are all the documents (other than preliminary materials) that the Company has delivered was required to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of file with the SEC Documentsbetween December 31, 1997 and the date of this Agreement. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting the requirements of the Securities Act or the Exchange Act, as the case may be, and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principlesthereunder applicable to such Company SEC Documents, 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 exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position and none of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains Documents contained any untrue statement of a material fact or omits omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects and in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which is material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the and comxxxxx xxxxxx xx xhe SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003To the best of Company's knowledge, the Company has filed all reportsnot provided to the undersigned any information that, schedulesaccording to applicable law, formsrule or regulation, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed should have been disclosed publicly prior to the date hereof or amended after by the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinCompany, being hereinafter referred to as the "SEC Documents"). The Company but which has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documentsnot been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (iib) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective Xx xx xxxxx xxxxxxtive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934since December 31, as amended 1995 (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and such documents, together with all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to herein as the "Company SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the 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 Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company disclosed included in the Company SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes theretothereto or, or (ii) in the case of unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X of the extent they may exclude footnotes or may be condensed or summary statementsSEC) and, 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 its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January June 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC DocumentsDocumentx. As of their respective Xx xx xxxxx xxxpective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934since January 1, as amended 1998 (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and such documents, together with all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to herein as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the 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 SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 may exclude footnotes or may be condensed or summary statements) and, 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 its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. (a) Since January 1, 20031996, the Company has filed with the Commission all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 19341933, as amended (the "Exchange Securities Act") ), or the Exchange Act (all of the foregoing as such documents have been filed prior to the date hereof or hereof, and amended after since the time of their filing prior to the date hereof hereof, and in each case including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as collectively, the "Company SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective datesdates (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Company SEC Documents (including any and all financial statements included therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company disclosed included in all of the Company SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements , have been prepared in accordance with United States generally accepted accounting principlesprinciples ("GAAP") (except, consistently appliedin the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein or in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and reports or other documents filings required to be filed by it with under Securities Act and the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act", including pursuant to Section 13(a) (all of or 15(d) thereof, for the foregoing filed prior to three years preceding the date hereof or amended after (the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, foregoing materials being hereinafter collectively referred to herein as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documentson a timely basis. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Since the date of the Company to financial statements included in the Buyer Company’s last filed Annual Report on Form 10-K and except as disclosed on Schedule 2.1(h), there has been no event, occurrence or development that has had a Material Adverse Effect which is not included specifically disclosed in any of the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and compxxxx xxxxxx xx xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, The Company has delivered or made available to the Investor true and complete copies of the SEC Documents filed by the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under during the Securities Exchange Act of 1934twelve months immediately preceding the date hereof. The Company has not provided to the Investor any information that, as amended (the "Exchange Act") (all of the foregoing filed according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof or amended after by the date hereof and Company, but which has not been so disclosed. The SEC Documents comply in all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinmaterial respects with the requirements of the Securities Act and/or the Exchange Act, being hereinafter referred to as the "SEC Documents"). The Company has delivered to case may be, and the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs rules and regulations of the SEC Documentspromulgated thereunder and none of the SEC Documents 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. As of their respective dates, the The financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or The Company has filed a Form 12b-25 on behalf of June 30, 1999, relating to its Form 10-K for the Company to year ended June 30, 1999 and agrees that it shall file the Buyer which is not included aforementioned Form 10-K in a timely manner as set forth on the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingForm 12b-25.

SEC Documents. Financial Statements. Since January 1, 20032005, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1The Common Stock is registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act, 2003and, except as disclosed in the SEC Documents or as would not have a Material Adverse Effect, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the Securities reporting requirements of the Exchange Act of 1934at least since December 31, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents2001. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, The Company has timely filed all documents that the Company has filed all reports, schedules, forms, statements and other documents was required to be filed by it file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") ), since December 31, 1996 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereincollectively, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or As of their representativesrespective filing dates, or made available through such later date on which such reports were amended, the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "1933 Act"), as applicable. No SEC Documents. As Documents as of their respective dates, or such later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements Except as may be indicated in the notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles, 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 exclude footnotes or may be condensed or summary statements) and, applied and fairly present in all material respects the consolidated financial position of the Company as of and any subsidiaries at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit normal, recurring adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective Xx xx xxxxx xxxxxctive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 125, 20032007, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's ’s website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all required reports, schedulesproxy statements, forms, statements forms and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934since January 2, as amended 1994 (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "Company SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, and giving effect to any amendments thereto, (a) the Company SEC Documents, including, without limitation, any financial statements and schedules contained therein, 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 applicable rules and regulations of the SEC promulgated thereunder, and (b) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the Company SEC Documents (as at the "Financial Statements") dates thereof complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , were prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein or in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1The Company hereby makes reference to the following documents filed by the Company with the Commission, 2003which are available for review on the Commission’s website, xxx.xxx.xxx (collectively, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"). The Company has delivered to ”): (a) the Buyers or their representativesCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, or made available through 2010; and (b) the SEC's website at http://www.sec.gov.Company’s Quarterly Reports on Form 10-Q for the period ended March 31, true xxx xxxxxxxx xxxxxs of the SEC Documents2011 and June 30, 2011; and any amendments thereto. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and none of the SEC Documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples in the United States (“GAAP”) (except, consistently appliedin the case of unaudited statements, as permitted by the applicable form under the Exchange Act) 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 may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results its consolidated statements of its operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on the Company, its business, financial condition or results of operations). No other information provided by or Except as and to the extent set forth on behalf the balance sheet of the Company as of June 30, 2011, including the notes thereto, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of be reflected on a material fact balance sheet or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingnot).

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, ------------- statements and other documents required to be filed by it with the SEC under pursuant to the Securities Act or the Exchange Act of 1934since December 31, as amended 1994 (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial such reports, schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, being are hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the 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 SEC Documents, and none of (i) the SEC Documents as of such dates or (ii) any press release or other public statement issued or made by Company (with any statement pertaining to the Company made by an executive officer of Company being deemed for purposes of this Section 4.1(e) to have been made by Company) since December 31, 1994, as of their respective dates of issuance, contained any untrue statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples (except, consistently appliedin 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 (i) as may otherwise 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 exclude footnotes or may be condensed or summary statements) and, 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 its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20031998, the Company NCT has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the Securities Exchange reporting requirements of the 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing materials filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and statements, schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to as the "NCT's SEC Documents"). The Company NCT has delivered to the Buyers Buyer or their representatives, or made available through the SECits representative true and complete copies of NCT's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed NCT contained in the NCT's SEC Documents (the "NCT Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements NCT Financial Statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such NCT Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company Pro Tech as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company NCT to the Buyer which is not included in the NCT's SEC Documents, including, without limitation, information referred to in Section 4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and complxxx xxxxxx xx xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 15, 20032000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers Agent or their representativesits representative, or made available through the SEC's website electronic web site located at http://www.sec.gov.xxxx://xxx.xxx.xxx, true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited un-audited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited un-audited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2.6 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents required provided to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended Investor its Registration Statement on Form S-4 (Registration No. 333-29357) (the "Registration Statement"), which Registration Statement has been declared effective by the U.S. Securities and Exchange Act") Commission (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsCommission"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs As of the SEC Documents. As of their respective datesdate hereof, and as supplemented by the Disclosure Schedule, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is Registration Statement does not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains contain any untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Registration Statement have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) 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 for the periods then ended (except in the case of interim period financial information for normal year-end adjustments). The Company has included in the Registration Statement all material agreements, contracts and other documents that it reasonably believes are required to be filed as exhibits to the Registration Statement. As of the date hereof, and as supplemented by the Disclosure Schedule, to the Company's knowledge, the Company and its subsidiaries have in all material respects substantially performed all obligations required to be performed by them and are not in default in any material respect under any of such agreements, contracts or other documents to which any of them is a party or by which any of them is otherwise bound. As of the date hereof, and as supplemented by the Disclosure Schedule, to the Company's knowledge, all instruments referred to above are in effect and enforceable according to their respective terms, and there is not under any of such instruments any existing material default or event of default or event that with notice or lapse of time or both, would constitute an event of default thereunder. As of the date hereof, and as supplemented by the Disclosure Schedule, to the Company's knowledge, all parties having material contractual arrangements with the Company or any of its subsidiaries are in substantial compliance therewith and none are in material default in any respect thereunder.

SEC Documents. Financial Statements. Since January 1, 2003, The Company has timely filed all documents that the Company has filed all reports, schedules, forms, statements and other documents was required to be filed by it file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") ), since December 31, 1998 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereincollectively, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or As of their representativesrespective filing dates, or made available through such later date on which such reports were amended, the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "1933 Act"), as applicable. No SEC Documents. As Documents as of their respective dates, or such later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") ), 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. Such financial statements Except as may be indicated in the notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles, 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 exclude footnotes or may be condensed or summary statements) and, applied and fairly present in all material respects the consolidated financial position of the Company as of and any subsidiaries at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit normal, recurring adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Statements ----------------------------------- Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers Secured Party or their its representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective Xx xx xxxxx xxxxxxtive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Secured Party which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, Buyer hereby makes reference to the Company has filed all reports, schedules, forms, statements and other following documents required to be filed by it with the SEC under United States Securities and Exchange Commission (the Securities Exchange Act of 1934“SEC”), as amended posted on the SEC’s website, xxx.xxx.xxx: (collectively, the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"). The Company has delivered to ”): (a) Annual Report on Form 10-KSB for the Buyers or their representatives, or made available through fiscal year ended June 30,2009; and (b) Quarterly Reports on Form 10-Q for the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documentsperiods ended September 30 and December 31,2009 and March 31,2010; and any amendments thereto. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and/or the Exchange Act, as the case may require, and the rules and regulations promulgated thereunder and none of the SEC Documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed Buyer included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesGAAP (except, consistently appliedin 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 (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 exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company Buyer as of the dates thereof and the results its consolidated statements of its operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). No other information provided by or on behalf of the Company adjustments which were and are not expected to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of have a material fact adverse effect on Buyer, its business, financial condition or omits to state any material fact necessary in order to make the statements therein, in the light results of the circumstances under which they were made, not misleadingoperations).

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers Agent or their representativesits representative, or made available through the SEC's website electronic web site located at http://www.sec.gov.xxxx://xxx.xxx.xxx, true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited un-audited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited un-audited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company in writing to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2.6 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the and compxxxx xxxxxx xx xxe SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. (a) Since January 1June 20, 20031995, the Company has filed all reports, schedules, forms, statements documents with the Securities and other documents Exchange Commission ("SEC") required to be filed by it under the Securities Act or the Exchange Act (such documents filed with the SEC under the Securities Exchange Act of 1934on or before January 15, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter 1997 referred to herein as the "Company SEC Documents"). The Except as set forth in the Company has delivered to the Buyers or their representativesDisclosure Letter, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As as of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the Company SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein or in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov.xxx.xxx.xxx, true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1The Buyer has made available to the Seller a true and complete copy of the Buyer's Form 10-K for 2001, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be Form 10-Qs filed by it with the SEC under Buyer during 2002 and all Form 8-Ks filed by the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to Buyer through the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as (the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in (a) the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting the requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during Securities and Exchange Commission (the periods involved (except (i"SEC") as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, thereunder applicable to the extent they may exclude footnotes or may be condensed or summary statementsBuyer, and (b) and, fairly present in all material respects the financial position none of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains Documents contained any untrue statement of a material fact or omits omitted to state any 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. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Documents (i) were prepared in accordance with, and complied as to form with, the published rules and regulations of the SEC and GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein) and (ii) fairly present, in all material respects, the consolidated financial position of the Buyer and its subsidiaries as of the respective dates thereof and the consolidated results of their operations and their cash flows for the periods indicated, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments, which individually and in the aggregate, will not materially affect the total net worth shown on, or the results indicated by, such interim financial statements. Except as and to the extent disclosed in the SEC Documents filed prior to the date of this Agreement, there has not been since September 30, 2002, (i) a material adverse change in the business, operations or financial condition of the Buyer or (ii) any significant change by the Buyer or its subsidiaries in their accounting methods, principles or practices.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032001, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective Xx xx xxxxx xxxxective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective Xx xx xxxxx xxxxective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter collectively referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov.www.sec.gov, true xxx xxxxxxxx xxxxxs and complxxx xxxxxx of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and all registration statements required under the Securities Act (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”); provided, however, as disclosed to the Buyers, the Company has not filed with the SEC its audited financials statements for the year ended April 30, 2006 (the “2006 Audited Financial Statements”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's ’s website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC DocumentsDocumexxx. As of their Xx xx xxxxx respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since Allied has timely filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 2003, the Company has filed all 1995 (such reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being are hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company disclosed Allied included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principles, consistently applied, GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes theretothereto or, or (ii) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statementsas permitted by Rule 10-01 of Regulation S-X) andand fairly present, fairly present in all material respects respects, the consolidated financial position of the Company Allied and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments)) in accordance with GAAP. No The parties agree that the representations set forth in the previous sentence shall not be interpreted to apply to the actuarial reserves and other information provided by or on behalf actuarial amounts held in respect of Liabilities with respect to insurance contracts of the Company Allied Insurers, as to which the Buyer which is not included in the SEC Documents, including, without limitation, information referred to only representations or warranties made in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary Agreement are set forth in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSection 4.8.

SEC Documents. Financial Statements. Since January 1, 2003April 2001, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective Xx xx xxxxx xxxxxctive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs xxxxes of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1The Company has furnished to the Purchaser a true and complete copy of the Company's Annual Report on Form 10-K for the year ended December 31, 20031997, the Company has filed all reportsCompany's Quarterly Report on Form 10-Q for the three months ended March 31, schedules1998, formsand any other statement, report, registration statement (other than registration statements and other documents required to be on Form S-8) or definitive proxy statement filed by it the Company with the SEC under during the Securities Exchange Act of 1934period commencing March 31, as amended (1998 and ending on the "Exchange Act") (all of date hereof. The Company shall, promptly upon the foregoing filed prior filing thereof, also furnish to the date hereof or amended after Purchaser all statements, reports (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinsuch materials furnished or required to be furnished to the Purchaser pursuant to this Section 3.6 being called, being hereinafter referred to as collectively, the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective filing dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form or shall comply in all material respects with applicable accounting the requirements of the Exchange Act or the Securities Act, as applicable, and the published rules and regulations none of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during Documents at the periods involved (except (i) as may be otherwise indicated in such Financial Statements time filed contained or the notes thereto, or (ii) 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 financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains will contain any untrue statement of a material fact or omits omitted or will omit to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective Xx xx xxxxx xxxxective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer Buyers which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited un-audited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited un-audited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) and (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1May 31, 20032005, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers Buyer or their it’s representatives, or made available through the SEC's ’s website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1June 11, 20031999, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their Xx xx xxeir respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) and (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act", including pursuant to Section 13(a) (all of or 15(d) thereof, for the foregoing filed prior to three years preceding the date hereof (or amended after such shorter period as the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated Company was required by reference therein, law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents"). The Company has delivered to the Buyers or their representatives) on a timely basis, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs has received a valid extension of the SEC Documentssuch time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Since the date of the Company to financial statements included in the Buyer Company's Quarterly Report on Form 10-Q for the quarterly period ended March 30, 1997 (the "March Quarterly Report"), there has been no event, occurrence or development that could have had a Material Adverse Effect which is not included specifically disclosed in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingDisclosure Materials.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1September 30, 20032004, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs xxxies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company TAQC has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC under Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) (all of or 15(d) thereof, for the foregoing filed prior to three years preceding the date hereof (or amended after such shorter period as TAQC was required by law to file such material) (the date hereof and all foregoing materials, including the exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereinthereto, being hereinafter collectively referred to herein as the "SEC Documents"). The Company has delivered SEC Documents constitute all of the documents and reports that TAQC was required to file with the SEC pursuant to the Buyers or their representatives, or made available through Exchange Act and the rules and regulations promulgated thereunder by the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed TAQC included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples in the United States ("U.S. GAAP") (except, consistently appliedin the case of unaudited statements, as permitted by the applicable form under the Exchange Act) 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 may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company TAQC as of the dates thereof and the results its statements of its operations operations, shareholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). No other information provided by or on behalf of the Company adjustments which were and are not expected to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of have a material fact adverse effect on TAQC, its business, financial condition or omits to state any material fact necessary in order to make the statements therein, in the light results of the circumstances under which they were made, not misleadingoperations).

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's ’s website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. (a) Since January 1May 2, 20031996, the Company has filed all reports, schedules, forms, statements documents with the Securities and other documents Exchange Commission ("SEC") required to be filed by it with the SEC under the Securities Exchange Act of 19341993, as amended (including the rules and regulations promulgated thereunder) (the "Exchange Securities Act") ), or the Exchange Act (all of such documents filed with the foregoing filed prior to SEC on or before the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, of this Agreement being hereinafter referred to as the "Company SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the Company SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples (except, consistently appliedin the case of unaudited statements contained in Quarterly Reports on Form 10-Q of the Company, as permitted by the Exchange Act) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein or in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of at the dates thereof and the results of its operations and changes in stockholders' equity and cash flows flow for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govhttx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed all required reports, schedulesproxy statements, forms, statements forms and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934since January 2, as amended 1994 (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "Company SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, and giving effect to any amendments thereto, (a) the Company SEC Documents, including, without limitation, any financial statements and schedules contained therein, 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 applicable rules and regulations of the SEC promulgated thereunder, and (b) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the Company SEC Documents (as at the "Financial Statements") dates thereof complied as to form in all material respects with applicable accounting requirements require- ments and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , were prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein or in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company Buyer has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company Buyer has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company Buyer disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company Buyer as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company Buyer to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since SAFLINK has made available to Jotter a true and complete copy of SAFLINK's Form 10-K for the year ended December 31, 1999 and any other statement report, registration statement or definitive proxy statement filed by SAFLINK with the SEC since January 1, 20032000 to the Effective Time (the "SAFLINK SEC Documents"). As of their respective filing dates, the Company has filed SAFLINK SEC Documents comply or will comply in all reports, schedules, forms, statements and other documents required to be filed by it material respects with the SEC under requirements of the Securities Exchange Act of 1934, as amended (amended, or the "Exchange Securities Act") (all , and none of the foregoing filed prior SAFLINK SEC Documents contain or will 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 light of the circumstances under which they were made, not misleading, except to the date hereof extent corrected by a subsequently filed SAFLINK SEC Document. Without limiting the foregoing, each of the consolidated balance sheets included in or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as into the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SAFLINK SEC Documents (fairly presented the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the consolidated financial position of the Company SAFLINK and its subsidiaries as of its date and each of the dates thereof consolidated statements of income, stockholders' equity and cash flows included in or incorporated by reference into the SAFLINK SEC Documents fairly presented the results of its operations operations, stockholders' equity and cash flows of SAFLINK and its subsidiaries for the periods then ended period set forth there (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which would not be material and the absence of certain footnote disclosures). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in each case in accordance with generally accepted accounting principles consistently applied during the light of the circumstances under which they were made, not misleadingperiods involved.

SEC Documents. Financial Statements. Since January 1, 2003, the Company Viasystems has filed and furnished all required reports, schedules, forms, statements certifications, prospectuses, and registration, and other documents required to be filed by it statements with the SEC under the Securities Exchange Act of 1934since January 1, as amended 2006 (the "Exchange Act") (collectively and together with all of the foregoing documents filed prior to the date hereof or amended after the date hereof on a voluntary basis on Form 8-K, and in each case including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“Viasystems SEC Documents"”). Other than Viasystems, as required pursuant to that certain Indenture, dated as of December 17, 2003, among Group, the guarantors party thereto, and The Company has delivered Bank of New York, as Trustee, as amended and supplemented, neither Group nor any of its subsidiaries is required to file periodic reports with the Commission pursuant to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC DocumentsExchange Act. As of their respective dateseffective dates (in the case of Viasystems SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective Commission filing dates (in the case of all other Viasystems SEC Documents), the financial statements of the Company disclosed in the Viasystems SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting the requirements of the Exchange Act, the Securities Act and the published rules and regulations Xxxxxxxx-Xxxxx Act of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles2002, 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 statementsmay be, applicable to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the such Viasystems SEC Documents, including, without limitation, information referred to in this Agreement, contains and none of the Viasystems SEC Documents as of such respective dates contained any untrue statement of a material fact or omits omitted to state any 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.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's ’s website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1The Company has furnished to Purchaser copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 20031998 and its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1999 and all other statements, reports, registration statements (other than registration statements on Form S-8, if any) filed by the Company with the Securities and Exchange Commission ("SEC") since December 31, 1998 and prior to the date hereof (collectively, the Company has filed "SEC Documents"). As of their respective filing dates, the Company's SEC Documents complied as to form in all reports, schedules, forms, statements and other documents required to be filed by it material respects with the SEC under requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") ), or the Securities Act of 1933, as amended (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein"Securities Act"), being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documentscase may be. As of their respective datesfiling dates (or if amended or supplemented, the financial statements as of the Company disclosed in date of such amendment or supplement), none of the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains contained any untrue statement of a material fact or omits omitted to state any 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. Each of the historical financial statements of the Company contained in the SEC Documents has been prepared in all material respects in accordance with (a) generally accepted accounting principles ("GAAP") (except that the March 31, 1999 unaudited financial statements may not contain all footnotes required by GAAP and may be subject to normal year-end audit adjustments) and (b) the books and records of the Company. Such financial statements present fairly in all material respects the financial position and results of operations of the Company as of and for the periods ending on their dates. Except as disclosed in the SEC Documents, since March 31, 1999 there has been no material adverse change in the Company's business, results of operations or financial condition.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032005, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange EXCHANGE Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC DocumentsDocumexxx. As of their Xx xx xxxxx respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govhttp://www.sec.gxx., true xxxx xxx xxxxxxxx xxxxxs xxxxlete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. (a) Since January May 1, 20031998, the Company has filed all reports, schedules, forms, statements documents with the Securities and other documents Exchange Commission ("SEC") required to be filed by it with the SEC under the Securities Exchange Act of 19341933, as amended (including the rules and regulations promulgated thereunder) (the "Exchange Securities Act") ), or the Exchange Act (all of such documents filed with the foregoing filed prior to SEC on or before the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, of this Agreement being hereinafter referred to as the "Company SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the Company SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples (except, consistently appliedin the case of unaudited statements contained in Quarterly Reports on Form 10-QSB of the Company, as permitted by the Exchange Act) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein or in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of at the dates thereof and the results of its operations and changes in shareholders' equity and cash flows flow for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 15, 20032000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited un-audited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited un-audited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) and (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1Except as set forth on SCHEDULE 2.31, since at least June 30, 2003, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under pursuant to the Securities reporting requirements of the Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after 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 the "SEC Documents"). The Company has delivered As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyers or their representativesSEC Documents, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyer which is not included in the SEC Documents, includingthe Company has no material liabilities, without limitationcontingent or otherwise, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, other than (i) liabilities incurred in the light ordinary course of business subsequent to June 30, 2004 (ii) liabilities set forth on SCHEDULE 2.22 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 circumstances under which they were made, not misleadingCompany.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective Xx xx xxxxx xxxxxctive dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1March 31, 20032000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 2003, the The Company has filed and is current with all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers Buyer or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs xxxies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of and comxxxxx xxxxxx xx the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxxx xxx xxxxxxxx xxxxxs xxxxxxxe copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003___________, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's ’s website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20031999, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of and coxxxxxx xxxxxx xx the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003[ ], the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers Agent or their representativesits representative, or made available through the SEC's website electronic web site located at http://www.sec.gov.xxxx://xxx.xxx.xxx, true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2.6 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed with the Commission all reports, schedules, forms, statements and other documents SEC Documents (including the Form 10 Registration Statement) that have been required to be filed by it with the Commission and the AMEX, and TreeCon has timely filed (after giving effect to extensions) with the Commission since the Initial Closing Date all SEC under Documents that have been required to be filed by it with the Commission and the AMEX. Schedule 3.10 sets forth a true, complete and correct list of all SEC Documents filed by the Company and the respective dates of filing. Each SEC Document filed by the Company complies with all applicable requirements of the Securities Act, the Exchange Act of 1934or the applicable AMEX rules, as amended (the "Exchange Act") (all case may be, and, when filed with the SEC, 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 foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereincircumstances under which they were made, being hereinafter referred to as the "SEC Documents")not misleading. The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the consolidated financial statements of the Company disclosed and its Subsidiaries included in the each SEC Documents (the "Financial Statements") Document complied as to form in all material respects form, as of the dates of its filing with the Commission, with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been , were prepared in accordance with generally accepted accounting principlesGAAP (except, 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 as permitted by the extent they may exclude footnotes or may be condensed or summary statementsCommission) and, and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments consistent with past practices and consistently applied). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 14.5.1 For all periods subsequent to March 9, 20032011, the Company PHI has filed all reports, schedules, forms, statements and other documents as required to be filed by it with the SEC under the Securities Exchange Act in a timely basis (or has received a valid extension of 1934, as amended (the "Exchange Act") (all such time of the foregoing filing and has filed any such reports or other documents prior to the date hereof expiration of any such extension), and PHI has delivered or amended after made available to SGT all reports, schedules, forms, statements and other documents filed with or furnished to the date hereof SEC during such period (collectively, and in each case including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“PHI SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the consolidated financial statements of the Company disclosed PHI included in the such PHI SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesGAAP (except, consistently appliedin 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 (i) as may be otherwise indicated in such Financial Statements or the notes thereto), or (ii) in have been reviewed by an independent accountant registered with the case of unaudited interim statements, to Public Company Accounting Oversight Board and fairly and accurately present the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the consolidated financial position of the Company PHI as of the dates thereof and the consolidated results of its operations and changes in cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). No other information provided adjustments as determined by or on behalf of the Company PHI’s independent accountants, which are not expected to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of have a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingadverse effect on PHI and its business).

SEC Documents. Financial Statements. (a) Since January May 1, 20032000, the Company has filed all reports, schedules, forms, statements documents with the Securities and other documents Exchange Commission ("SEC") required to be filed by it with the SEC under the Securities Exchange Act of 19341933, as amended (including the rules and regulations promulgated thereunder) (the "Exchange Securities Act") ), or the Exchange Act (all of such documents filed with the foregoing filed prior to SEC on or before the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, of this Agreement being hereinafter referred to as the "Company SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed included in the Company SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples (except, consistently appliedin the case of unaudited statements contained in Quarterly Reports on Form 10-Q of the Company, as permitted by the Exchange Act) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein or in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of at the dates thereof and the results of its operations and changes in shareholders' equity and cash flows flow for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov.httx://xxx.xxx.xxx, true xxx xxxxxxxx xxxxxs xrue and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) and (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since From January 1, 20032003 through December 31, 2004, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has not filed its Form 10-KSB for the fiscal years ended June 30, 2005 and June 30, 2006. In addition, the Company has not filed its Form 10-QSBs for the periods ended March 31, 2005, September 30, 2005, December 31, 2005, March 31, 2006, or September 30, 2006. The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs xxpies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the The Company has filed in a timely manner all reports, schedules, forms, statements and other documents that the Company was required to be filed by it file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") (all of ), during the foregoing filed prior to 12 months preceding the date hereof or amended after of this Agreement. As of their respective filing dates, all documents filed by the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as Company with the SEC (the "SEC DocumentsDOCUMENTS") complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "SECURITIES ACT"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documentsas applicable. As of their respective dates, the 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, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their filing with the SEC, the financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been were prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present presented in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and all registration statements required under the Securities Act (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of and comxxxxx xxxxxx xx the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, The Common Stock of xXX is registered pursuant to Section 12(g) of the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of . Scarab has had the foregoing filed prior opportunity to the date hereof or amended after the date hereof obtain on Scarab's behalf true and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs complete copies of the SEC DocumentsDocuments (except for exhibits and incorporated documents). xXX has not provided to Scarab any information which, according to applicable law, rule or regulation, should have been disclosed publicly by xXX but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective dates, all of iRV's reports, statements and other filings with the Commission (the "SEC Documents") complied in all material respects with the requirements of the Act or the Exchange Act as the case may be and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed xXX included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the and comxxxxx xxxxxx xx xhe SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since Buyer has timely filed all required forms, reports and documents with the SEC since January 1, 20032010 (collectively, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"“Buyer Reports”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents Buyer Reports (the "Financial Statements"a) complied as to form in all material respects with the applicable accounting requirements of the Securities Act, the Exchange Act and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved promulgated thereunder and (except (ib) 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 exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is did not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains contain any untrue statement of a material fact or omits omit to state any 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. Each of the consolidated balance sheets of Buyer included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Buyer as of its date and each of the consolidated statements of operations of Buyer included in or incorporated by reference into the Buyer Reports (including any related notes and schedules) fairly presents in all material respects the results of operations of Buyer for the periods set forth therein (subject, in the case of unaudited statements, to the absence of footnotes and to normal, year-end audit adjustments which would not be material in amount or effect), in each case in STG_319977.13 accordance with US GAAP, except as may be noted therein or in the notes thereto and except, in the case of the unaudited statements, as permitted by the Exchange Act. There have been no changes in the affairs of the Buyer since respective dates of the Buyer Reports that would reasonably be expected to have a Material Adverse Effect on the Buyer.

SEC Documents. Financial Statements. Since January 1, 2003December 1996, the Company has had filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under as a foreign private issuer pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Buyers or their representativesSEC Documents, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company disclosed included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, limitation information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.

SEC Documents. Financial Statements. Since January 1The Buyer hereby makes reference to the following documents filed with the United States Securities and Exchange Commission (the “SEC”), as posted on the SEC’s website, xxx.xxx.xxx: (collectively, the “SEC Documents”): (a) Annual Report on Form 10-KSB for the fiscal year ended March 31, 2003, 2002 and 2001; and (b) Quarterly Reports on Form 10-QSB for the Company has filed all reportsperiods ended December 31, schedules2001, forms2002 and 2003, statements June 31, 2001, 2002 and other documents required to be filed by it with the SEC under the Securities Exchange Act of 19342003, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and September 30, 2001, 2002 and 2003, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documentsamendments thereto. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company disclosed Buyer included in the SEC Documents (the "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples in the United States (except, consistently appliedin the case of unaudited statements, as permitted by the applicable form under the Exchange Act) 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 may exclude footnotes or may be condensed or summary statements) and, and fairly present in all material respects the financial position of the Company Buyer as of the dates thereof and the results its statements of its operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). No other information provided by or on behalf of the Company adjustments which were and are not expected to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of have a material fact adverse effect on the Buyer, its business, financial condition or omits to state any material fact necessary in order to make the statements therein, in the light results of the circumstances under which they were made, not misleadingoperations).

SEC Documents. Financial Statements. Since (i) The Company has made available (including via filings with XXXXX) to each of the Purchaser Parties a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 20032002 and prior to or on the date hereof (the “Company SEC Documents”). As of their respective filing dates, (A) the Company has filed SEC Documents complied in all reports, schedules, forms, statements and other documents required to be filed by it material respects with the SEC under requirements of the Securities Exchange Act of 19341933, as amended (the "“Securities Act”), or the Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representativescase may be, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved thereunder applicable to such Company SEC Documents and (except (iB) 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 exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position none of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains Documents contained any untrue statement of a material fact or omits omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Company SEC Documents filed and publicly available prior to the date of this Agreement. The Company has no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Documents; provided, however, that no representation or warranty is made as to outstanding and unresolved comments from the SEC regarding any post-effective amendment to the Company’s effective registration statement on Form S-11 (Registration No. 333-115640) filed after the date hereof. None of the Company SEC Documents is the subject of any confidential treatment request by the Company. The consolidated financial statements of the Company (including the notes thereto) included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly presented in all material respects, in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of the Company and the Company Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations and the consolidated statements of cash flows of the Company and the Company Subsidiaries for the periods presented therein. No Company Subsidiary is required to make any filings with the SEC.

SEC Documents. Financial Statements. Since January 1, 2003the Company has been a filing reports with the SEC, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC's ’s website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003Except as set forth on Schedule 2(c), the Company has filed all reports, schedules, forms, statements and other documents currently required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Buyers or their representativesICP, or made available through the SEC's ’s website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "“Financial Statements"”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer ICP which is not included in the SEC Documents, including, without limitation, information referred to in this Agreementthe other Transaction Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1December 31, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial StatementsFINANCIAL STATEMENTS. Since January 1, 20032002, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act1934 ACT") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.govxxxx://xxx.xxx.xxx., true xxx xxxxxxxx xxxxxs and complete copies of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial StatementsFINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1August 15, 20032005, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and complxxx xxxxxx xx xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. Financial Statements. Since January 1, 2003, the Company The Partnership has filed with the SEC all reports, schedules, forms, schedules and statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934on a timely basis since January 1, as amended (the "Exchange Act") 2016 (all of the foregoing such documents filed prior to the date hereof hereof, collectively, the “SEC Documents”). The SEC Documents, including any audited or amended after the date hereof and all exhibits included therein and unaudited financial statements and any notes thereto or schedules thereto and documents incorporated by reference included therein, being hereinafter referred to as at the "SEC Documents"). The Company has delivered to the Buyers or their representativestime filed, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements"a) complied as to form in all material respects with applicable requirements of the Exchange Act and Securities Act and the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been , (b) were prepared in accordance with generally accepted accounting principles, consistently applied, 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 may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subjectthereto or, in the case of unaudited statements, to normal yearas permitted by Form 10-end audit adjustments). No other information provided by or on behalf Q of the Company to the Buyer which is not included SEC), (c) fairly present (subject in the SEC Documentscase of unaudited statements to normal, includingrecurring and year- END AUDIT ADJUSTMENTS) IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE PARTNERSHIP AS OF THE DATES THEREOF AND THE CONSOLIDATED RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED AND (D) 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, without limitationIN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingNOT MISLEADING.

SEC Documents. Financial Statements. Since January 1, 2003, the Company has filed all (a) All reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it Bridger with the United States Securities and Exchange Commission (the “SEC”) since August 8, 2022 (the “Bridger SEC Documents”) have been filed or furnished with the SEC under on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Bridger SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) and the Xxxxxxxx-Xxxxx Act (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true xxx xxxxxxxx xxxxxs of the SEC Documents. As of their respective dates, the financial statements of the Company disclosed in the SEC Documents (the "Financial Statements"case may be) complied as to form in all material respects with applicable accounting requirements and the published rules applicable regulations promulgated thereunder; and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position none of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the Bridger SEC Documents, including, without limitation, information referred to in this Agreement, contains Documents contained any untrue statement of a material fact or omits omitted to state any 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. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Bridger SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations thereunder.