Common use of SEC Documents Clause in Contracts

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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 thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. The Company (i) Evergreen has made available to Parent a true filed all required reports, ------------- schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to the date of this Agreement (as the "Company SEC Documents"), which are all the documents ; (other than preliminary materialii) that the Company was required to file with the SEC since such date. As 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, as of their respective dates, 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 ; and (iii) the consolidated financial statements of the Company Evergreen included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with 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 SECX) and fairly present present, in accordance with applicable requirements all material respects, the consolidated financial position of GAAP Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company Parent has made available to Parent the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Parent with the SEC since July 28, 1999 and prior to the date of this Agreement (the "Company Parent SEC Documents"), which are all the documents (other than preliminary material) that the Company Parent was required to file with the SEC since such date. As of their respective dates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Parent included in the Company Parent 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 ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will not be material, either individually or in the aggregate) the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company Parent and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior since December 31, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since December 31, 1996 and prior to the date of this Agreement (the "Company SEC Documents"), ) which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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 thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in 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 generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will not be are material, either individually or in the aggregate) 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. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company all required ------------- documents with the SEC prior to the date of this Agreement since January 1, 1993 (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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 thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries changes in financial position for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents. The Company has made available to Parent a true and complete copy timely filed or received the appropriate extension of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), time within which are all the documents (other than preliminary material) that the Company was required to file with the SEC all forms, reports, schedules, statements and other documents required to be filed by it since such date. As of their respective datesJanuary 1, 2014 under the Company SEC Documents complied in all material respects with the requirements of the U.S. Securities Exchange Act of 19331934, as amended (the "Securities Act"), or the Exchange Act, as the case may beamended, and the rules promulgated thereunder (the “Exchange Act”) and regulations the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the “Company SEC thereunder applicable to such Documents”). The Company SEC Documents, and none including any financial statements or schedules included therein, at the time filed (and, in the case of registration statements, on the Company SEC Documents contained, as dates of their respective dates, effectiveness) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company included in the Company SEC Documents at the time filed (and, in the case of registration statements, on the dates of effectiveness) were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and 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, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis thereto during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) ), and fairly present in accordance with applicable requirements of GAAP all material respects (subject, subject in the case of the unaudited statements, statements to normal, recurring audit adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of its operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as disclosed on Schedule 4.1(d), 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 generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior relating to the date of this Agreement periods commencing on or after June 30, 1998 (such reports, schedules, forms, statements and other documents being hereinafter referred to as the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, as of their respective dates, such dates contained any untrue statement 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 included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has made available to Parent the Investor 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, 1996 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, (a) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (b) none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated 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 generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and present fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will not be are material, either individually or in the aggregate) 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. (a) The Company has made available filed all reports, schedules, forms, statements and other documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC prior since May 1, 2001 pursuant to Sections 13(a) and 15(d) of the date of this Agreement Exchange Act (the "Company SEC Documents"), which are all the documents . (other than preliminary materialb) that the Company was required to file with the SEC since such date. As of their its respective datesdate, except to the extent that information contained in any Company SEC Documents Document has been revised or superseded by a later filed Company SEC Document, (i) each Company SEC Document complied in all material respects with the requirements of the Securities Exchange 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 DocumentsDocument, and (ii) none of the Company SEC Documents contained, as of their respective dates, contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The misleading and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinshown (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. The Company has made available to Parent filed or furnished, as applicable, on a true and complete copy of each reporttimely basis, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents since January 1, 2013. Each such Company SEC Document (a) at the time filed, complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none (b) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the Agreement Date, then at the time of the Company SEC Documents contained, as of their respective dates, such filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements of the Company included in the Company SEC Documents filed since January 1, 2013 complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were was prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by the rules promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present presented in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinshown (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1995 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act"), or the Securities Exchange Act of 1934 (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, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in 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 generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments, which will not be materialas permitted by Rule 10-01, either individually or in the aggregateand any other adjustments described therein) 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. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the 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 (collectively, the "SEC since such dateDocuments"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company applicable. No SEC Documents contained, 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 included in the Company 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. Except as may be indicated in the notes to the Financial Statements or, were 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 ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP the Company and any subsidiaries at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. (a) The Company has made available to Parent Purchasers a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement since December 31, 1999 (the "Company SEC Documents"), which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such dateDecember 31, 1999. 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 thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, contained as of their respective dates, dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements of the Company included in the Company SEC Documents Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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 thereintherein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments) applied on a consistent basis during the periods presented.

SEC Documents. The Company has made available to Parent a true and complete copy of each material report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1992 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the material documents (other than preliminary material) that the Company was required to file with the SEC since such date. 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 thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in 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 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 in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will not be material, either individually or in the aggregate) 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. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior relating to the date of this Agreement periods commencing on or after January 1, 1998 (such reports, schedules, forms, statements and other documents being hereinafter referred to as the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, as of their respective dates, such dates contained any untrue statement 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 included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). No Subsidiary is required to file any form, report or other document with the SEC.

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior since September 30, 1994 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. The Company has made available to Parent a true and complete copy of filed each report, schedule, registration statement and definitive proxy statement required to be filed by the Company Company, with the SEC prior to the date of this Agreement Commission (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective datesits filing date (and, with respect to any registration statement, the date on which it was declared effective), each Company SEC Documents complied Document was in compliance, in all material respects respects, with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, its form and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, any contained no untrue statement of a material fact or omitted to state and did not omit any statement of 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 included in the Company SEC Documents complied complied, at the time of filing with the Commission (and, with respect to any registration statement, at the time it was declared effective), as to form form, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand fairly present, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP all material respects (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments), which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended. Since December 31, 2002, there have been no changes in the Company's method of accounting for tax purposes or any other purpose. The consolidated cash flows financial statements of the Company and its consolidated Subsidiaries as of December 31, 2002, included in the Company SEC Documents disclose all liabilities of the Company and its consolidated Subsidiaries required to be disclosed therein and contain adequate reserves for the periods presented thereintaxes and all other material accrued liabilities.

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior since January 1, 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 included in the Company SEC Documents 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, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. (i) The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior since January 1, 1995 (such reports, schedules, forms, statements and other documents, including the exhibits thereto and documents incorporated therein by reference, are hereinafter referred to the date of this Agreement (as the "Company SEC Documents"), which are all the documents ; (other than preliminary materialii) that the Company was required to file with the SEC since such date. As as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 8 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, as of their respective dates, 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 ; and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with 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 SECX) and fairly present in accordance with applicable requirements of GAAP (subjectpresent, in the case of the unaudited statementsall material respects, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has made available filed all reports required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it under the Company with Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the SEC prior to two years preceding the date of this Agreement hereof (the "Company SEC Documents"), which are all the documents (other than preliminary material) that or such shorter period as the Company was required by law to file with such material) (the foregoing materials, which are specified in Schedule 3.1(l) annexed hereto, being collectively referred to herein as the "SEC since Documents") on a timely basis, or has received a valid extension of such datetime of filing. 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 and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Company SEC DocumentsCommission promulgated thereunder, and none of the Company SEC Documents containedDocuments, as of their respective dateswhen 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 included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP (the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or . Since the date of the financial statements included in the aggregate) the consolidated financial position Company's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any 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 thereinDisclosure Materials.

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the 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 (collectively, the "SEC since such dateDocuments"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company applicable. No SEC Documents contained, 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 included in the Company SEC Documents complied (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, were 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 ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP the Company and any subsidiaries at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. The Company Parent has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior to the date of this Agreement since January 1, 1994 (the "Company Parent SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company Parent 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 Parent SEC Documents, and none of the Company Parent SEC Documents contained, as of their respective dates, such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Parent included in the Company Parent SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company Parent has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior under the Exchange Act since January 1, 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein collectively referred to the date of this Agreement (herein as the "Company Parent SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company Parent 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 Parent SEC Documents, and none of the Company Parent SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except for an arithmetic currency conversion error in Parent's quarterly report for the period ending September 30, 2001, which was subsequently corrected, the consolidated financial statements of the Company Parent included in the Company Parent SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company normal year-end audit adjustments 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 other adjustments described therein).

SEC Documents. The Company (a) Buyer has filed all reports required to be filed by it with the SEC since January 1, 2018, and Buyer has made available to Parent a true the Sellers (including through the SEC’s ▇▇▇▇▇ database) true, correct and complete copy copies of each reportall such reports (collectively, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company “Buyer’s SEC Documents"”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, each of the Company Buyer’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities “1934 Act"”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company Buyer’s SEC Documents containedDocuments, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The . (b) Each of the consolidated financial statements of the Company included (including, in each case, any notes thereto) contained in the Company Buyer’s SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during GAAP throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited and except that financial statements included with interim reports do not contain all notes to such financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and each fairly present presented in accordance with applicable requirements all material respects the consolidated financial position, results of GAAP operations and changes in stockholders’ equity and cash flows of Buyer and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of the unaudited statements, to normalnormal year-end adjustments which are not expected, recurring adjustments, which will not be material, either individually or in the aggregate) 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, to be material).

SEC Documents. The Company (a) Purchaser has made available filed all reports, schedules, forms, statements and other documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company Purchaser with the SEC prior since May 1, 2001 pursuant to Sections 13(a) and 15(d) of the date of this Agreement Exchange Act (the "Company Purchaser SEC Documents"), which are all the documents . (other than preliminary materialb) that the Company was required to file with the SEC since such date. As of their its respective datesdate, except to the Company extent that information contained in any Purchaser SEC Documents Document has been revised or superseded by a later filed Purchaser SEC Document, (i) each Purchaser SEC Document complied in all material respects with the requirements of the Securities Exchange 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 Purchaser SEC DocumentsDocument, and (ii) none of the Company Purchaser SEC Documents contained, as of their respective dates, contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The misleading and (iii) the consolidated financial statements of the Company Purchaser included in the Company Purchaser SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Purchaser and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company (a) Buyer has filed all reports required to be filed by it with the SEC since January 1, 2016, and Buyer has made available to Parent a true the Sellers (including through the SEC’s ▇▇▇▇▇ database) true, correct and complete copy copies of each reportall such reports (collectively, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company “Buyer’s SEC Documents"”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, each of the Company Buyer’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities “1934 Act"”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company Buyer’s SEC Documents containedDocuments, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The . (b) Each of the consolidated financial statements of the Company included (including, in each case, any notes thereto) contained in the Company Buyer’s SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during GAAP throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited and except that financial statements included with interim reports do not contain all notes to such financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and each fairly present presented in accordance with applicable requirements all material respects the consolidated financial position, results of GAAP operations and changes in stockholders’ equity and cash flows of Buyer and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of the unaudited statements, to normalnormal year-end adjustments which are not expected, recurring adjustments, which will not be material, either individually or in the aggregate) 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, to be material).

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior since January 1, 1996 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "Company SEC Documents"), which are all the documents (other than preliminary material) that . No subsidiary of the Company was is required to file any reports, schedules, forms, statements or other documents with the SEC since such dateSEC. 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 such SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 included in the Company SEC Documents 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, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior Prior to the date hereof, ENVOY has delivered to the Shareholders copies of this Agreement all filings made by ENVOY with the Securities and Exchange Commission since December 31, 1996 (the "Company SEC DocumentsENVOY Reports"), which are all the documents . The ENVOY Reports (other than preliminary materiali) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied were prepared in all material respects in accordance with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documentspromulgated thereunder, and none of the Company SEC Documents contained, (ii) as of their respective dates, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated balance sheets included in or incorporated by reference into the ENVOY Reports (including the related notes and schedules) fairly presents the consolidated financial position of ENVOY as of its date and each of the consolidated statements of the Company income, retained earnings and cash flows included in or incorporated by reference into the Company SEC Documents complied as ENVOY Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows of ENVOY for the periods set forth therein (subject, in the case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared amount or effect) in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in noted therein, and such financial statements have been prepared from the notes thereto or, in books and records of ENVOY. These representations shall be deemed to be made with respect to ENVOY Reports filed subsequent to the case of date hereof at the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as time 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 thereinfiling.

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior all reports, schedules, forms, statements and other documents required pursuant to the date of this Agreement Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, (including any and all financial statements included therein) as of their respective dates, 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents complied filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements generally accepted accounting principles the consolidated financial position of GAAP Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company PEC has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company all required documents with the SEC prior to the date of this Agreement Securities and Exchange Commission ("SEC") since January 1, 1996 (the "Company PEC/SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company PEC/SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company PEC/SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company PEC included in the Company PEC/SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP PEC and its consolidated subsidiaries) as at the dates thereof and the consolidated results of their operations and statements of cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company normal year-end audit adjustments 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 to any other adjustments described therein).

SEC Documents. (i) The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior (such reports, schedules, forms, statements and other documents are hereinafter referred to the date of this Agreement (as the "Company SEC Documents"), which are all the documents ) or has filed adequate extensions therefor; (other than preliminary materialii) that the Company was required to file with the SEC since such date. As 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, as of their respective dates, 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 ; and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied as to form in all material respects comply with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company Coinstar (and each of its predecessors, if any) has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior Securities and Exchange Commission (“SEC”) since January 1, 2004 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein collectively referred to herein as the date of this Agreement (the "Company “Coinstar SEC Documents"”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company Coinstar SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 19331934, as amended (the "Securities Act"), or the Exchange Actamended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Coinstar SEC Documents, and none of the Company Coinstar SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 Coinstar included in the Company Coinstar SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company Coinstar and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. (a) The Company has made available to Parent the Investors a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement since June 30, 2004 (the "“Company SEC Documents")”) including the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2007, which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such dateJune 30, 2004. 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 thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, contained as of their respective dates, dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements of the Company included in the Company SEC Documents Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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 thereintherein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) applied on a consistent basis during the periods presented.

SEC Documents. The Company has provided or made available to Parent a true and complete copy of each reportthe Purchaser the Company's Annual Report on Form 10-K for the year ended December 31, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement 1998 (the "Company 10-K"), Amendment No. 1 to the 10-K on Form 10-K/A, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, the Company's Current Report on Form 8-K dated May 5, 1999, and the Company's proxy statement with respect to its Annual Meeting of Shareholders for 1999 (such documents collectively referred to herein as the "SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, (i) 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 Commission promulgated thereunder applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows for the periods then ended. Since March 31, 1999, other than as discussed in the SEC Documents, there has been no material adverse change in the business of the Company and its consolidated Subsidiaries for the periods presented thereinsubsidiaries, taken as a whole.

SEC Documents. The Company has made available furnished the SEC Documents to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Investor with the Investment Summary. The Company has filed all of its SEC prior to Filings for the two year period preceding the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such datehereof. As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents Filings 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 . The SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, Filings as of their respective dates, or such later date on which such reports were amended, when issued did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied Filings 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. Except as may be indicated in the notes to the financial statements included in the SEC Filings or, were in the case of unaudited statements, as permitted by Form 10-Q of the SEC, such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP the Company and any subsidiaries at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will ). The shares of Common Stock are currently listed on the Nasdaq Global Market. The Company has not be material, either individually received notice (written or in oral) from Nasdaq to the aggregate) the consolidated financial position of effect that the Company is not in compliance with the continued listing and its consolidated Subsidiaries as maintenance requirements 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 thereinsuch Trading Market.

SEC Documents. The Company has made available to Parent the Purchasers a true and complete copy of each annual, quarterly and other report, schedule, registration statement (without exhibits) and definitive proxy statement filed by the Company with the SEC prior to Securities and Exchange Commission (the date of this Agreement "SEC") since January 1, 2003 (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of contained on their respective dates, filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Document. 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 generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, as permitted by Rule under Form 10-01 of Regulation S-X of Q under the SECExchange Act) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) presented the consolidated financial position of the Company and its consolidated Subsidiaries as of their the respective dates thereof and the consolidated results of the Company's operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinindicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents. The Company has made available to Parent a true filed all required reports, proxy statements, forms and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior to the date of this Agreement since January 2, 1994 (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, and giving effect to any amendments thereto, (a) the Company SEC Documents 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 thereunder applicable to such Company SEC Documentspromulgated thereunder, and (b) none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made 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 as at the 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, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries changes in financial position for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents. The Company Buyer has made available provided to Parent a true Seller its Annual Report on Form 10-K for the year ended December 31, 1998, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and complete copy of each reportJune 30, schedule1999, registration statement and definitive its proxy statement with respect to its Annual Meeting of Stockholders for 1999 and any registration statements filed by the Company with the SEC prior since December 31, 1998 (such documents collectively referred to the date of this Agreement (herein as the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective ------------- dates, except as otherwise disclosed in writing to Seller, 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 thereunder Commission promulgated there under applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 Buyer included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company Buyer and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended. Since June 30, 1999, other than as discussed in the SEC Documents, there has been no material adverse change in the business of Buyer and its subsidiaries, taken as a whole.

SEC Documents. Within the 18-month period immediately preceding the date hereof, the Company has made all filings with the SEC required under the Exchange Act or the Securities Act. The Company has previously made available to Parent a true Investor complete and complete copy accurate copies, as amended or supplemented through the date hereof, of the following forms filed with the SEC: (i) Form 10-QSB under the Exchange Act for the period ended September 30, 2004, (ii) Form 10-KSB under the Exchange Act for the fiscal year ended December 31, 2003, and (iii) each report, schedule, registration statement and definitive proxy statement Form 8-K filed by the Company with the SEC prior during fiscal years 2003 and 2004 (such reports are collectively referred to the date of this Agreement (herein as the "Company SEC DocumentsCOMPANY REPORTS"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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 thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents complied Reports (i) comply as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC with respect thereto, were (ii) have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved covered thereby (except as may be indicated therein or in the notes thereto orthereto, and in the case of the unaudited quarterly financial statements, as permitted by Rule Form 10-01 of Regulation S-X of QSB under the SECExchange Act), and (iii) and fairly present presented in accordance with applicable requirements of GAAP all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments, none of which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated condition, results of operations and the consolidated cash flows of the Company as of the respective dates thereof and its consolidated Subsidiaries for the periods presented referred to therein.

SEC Documents. The Company Buyer has made available filed all forms, reports and documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company it with the SEC prior to through the date of this Agreement (collectively, the "Company SEC DocumentsBUYER REPORTS"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents Buyer Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the Company SEC Documents complied Buyer Reports (i) comply as to form in all material respects with applicable requirements of the Securities Act, the Exchange Act and the published rules and regulations of the SEC with respect thereto, were ; (ii) have been prepared in accordance with generally accepted accounting principles ("GAAP") , consistently applied on a consistent basis during throughout the periods involved covered thereby and (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 SECiii) and present fairly present in accordance with applicable requirements of GAAP (subjectGAAP, in consistently applied throughout the case of periods covered, the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries Buyer as of their the respective dates thereof and the consolidated results of operations operations, stockholders; equity and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereincovered thereby. The accounting and financial records of the Buyer have been prepared and maintained in accordance with GAAP, consistently applied throughout the periods indicated.

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, ------------- forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior since December 17, 1997 (such reports, schedules, forms, statements and other documents being hereinafter referred to the date of this Agreement (as the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, as of their respective dates, such dates contained any untrue statement 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 included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company Panther has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement Securities and Exchange Commission (the "Company SEC DocumentsCOMMISSION")) all reports, which are all schedules, forms, statements and other documents required by the documents Securities Act or the Securities Exchange Act of 1934, as amended (other than preliminary materialthe "EXCHANGE ACT") that or the Company was required rules or regulations promulgated thereunder to file be filed by Panther in each case in the form and with the substance prescribed by either such Act or such rules or regulations (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC since DOCUMENTS") including, without limitation, proxy information and solicitation materials, in each case in the form and with the substance prescribed by either such dateAct or such rules or regulations. As of their respective datesfiling dates (or if amended, revised or superseded by a subsequent filing with the Commission then on the date of such subsequent filing), 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 Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such Company the SEC Documents. The consolidated financial statements of Panther included in all SEC Documents, and none of including any amendments thereto (the Company "SEC Documents containedFINANCIAL STATEMENTS"), as of their respective dates, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto and, as at the dates as of which the same were prepared and for the periods then ended, fairly presented in all material respects the financial condition and results of operations of Panther and its affiliates on a consolidated basis in accordance with generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (throughout all such periods, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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.disclosed on Schedule 5.7(c). -40-

SEC Documents. The Company (a) Since December 13, 1995, the Purchaser has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company all documents with the SEC prior required to be filed under the date of this Agreement Securities Act or the Exchange Act (such documents filed with the SEC on or before January 15, 1997 referred to herein as the "Company Purchaser SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, (i) the Company Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and (ii) none of the Company Purchaser SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 Purchaser included in the Company Purchaser SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present the consolidated financial position of the Purchaser and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and changes in accordance with applicable requirements of GAAP financial position for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company normal year-end audit adjustments 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 to any other adjustments described therein).

SEC Documents. The Company (a) Buyer has filed or furnished all reports, schedules, forms, proxy statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC since January 1, 2020, and Buyer has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with (including through the SEC prior to the date SEC’s E▇▇▇▇ database) complete and correct copies of this Agreement all such documents (the "Company collectively, “Buyer’s SEC Documents"”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective datesdates (or, if amended or supplemented, as of the Company date of the most recent amendment or supplement), each of Buyer’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities “1934 Act"”), or the Exchange Act, as Securities Act and the case may beS▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the any rules and regulations of the SEC thereunder applicable to such Company SEC Documentspromulgated thereunder, and none of the Company Buyer’s SEC Documents containedDocuments, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The . (b) Each of the consolidated financial statements of the Company included (including, in the Company each case, any notes thereto) contained in Buyer’s SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during GAAP throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited and except that financial statements included with interim reports do not contain all notes to such financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and each fairly present presented in accordance with applicable requirements all material respects the consolidated financial position, results of GAAP operations and changes in stockholders’ equity and cash flows of Buyer and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of the unaudited statements, to normalnormal year-end adjustments which are not expected, recurring adjustments, which will not be material, either individually or in the aggregate) 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, to be material).

SEC Documents. The Company has made available filed all reports required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it under the Company with Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the SEC prior to two years preceding the date of this Agreement hereof (the "Company SEC Documents"), which are all the documents (other than preliminary material) that or such shorter period as the Company was required by law to file with such material) (the foregoing materials being collectively referred to herein as the "SEC since DOCUMENTS") on a timely basis, or has received a valid extension of such datetime of filing. 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 and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Company SEC DocumentsCommission promulgated thereunder, and none of the Company SEC Documents containedDocuments, as of their respective dateswhen 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 included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in all material respects the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective and for the dates thereof and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the Disclosure Materials.

SEC Documents. The Company has made available to Parent furnished the Purchaser with a true correct and complete copy of each report, schedule, schedule and registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement on or after January 1, 1995 (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file (or otherwise did file) with the SEC since on or after such date. 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 none of the SEC thereunder applicable to such Company SEC Documents, Documents (including all exhibits and none of the Company SEC Documents contained, as of their respective dates, schedules thereto and documents incorporated by reference 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, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X of Q promulgated by the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring normal audit adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company has Weat▇▇▇▇▇▇▇ ▇▇▇ made available to Parent a true and complete copy the Shareholders all of the SEC Documents. The SEC Documents represent each report, schedule, registration statement and definitive proxy statement report filed by Weat▇▇▇▇▇▇▇ ▇▇▇h the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents")Commission since March 30, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date1999. As of their respective dates, the Company SEC Documents complied (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities Act"), or the Exchange Act, as the case may beamended, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, documents and none of the Company SEC Documents contained, as of their respective dates, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filing with the Commission prior to the date hereof. The consolidated financial statements of the Company included Weat▇▇▇▇▇▇▇ ▇▇▇luded in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and Weat▇▇▇▇▇▇▇ ▇▇▇ its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended. Since December 31, 1998, other than as discussed in the SEC Documents, there has been no material adverse change in the business of Weat▇▇▇▇▇▇▇ ▇▇▇ its subsidiaries, taken as a whole.

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the 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 (collectively, the "SEC since such dateDocuments"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company applicable. No SEC Documents contained, 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 included in the Company SEC Documents complied (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, were 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 ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP the Company and any subsidiaries at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. The Company Weatherford has made available to Parent a true the Seller and complete copy the Shareholder all of the SEC Documents. The SEC Documents represent each report, schedule, registration statement and definitive proxy statement report filed by Weat▇▇▇▇▇▇▇ ▇▇▇h the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents")Commission since March 30, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date1999. As of their respective dates, the Company SEC Documents complied (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities Act"), or the Exchange Act, as the case may beamended, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, documents and none of the Company SEC Documents contained, as of their respective dates, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filing with the Commission prior to the date hereof. The consolidated financial statements of the Company included Weat▇▇▇▇▇▇▇ ▇▇▇luded in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and Weat▇▇▇▇▇▇▇ ▇▇▇ its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended. Since December 31, 1998, other than as discussed in the SEC Documents, there has been no material adverse change in the business of Weat▇▇▇▇▇▇▇ ▇▇▇ its Subsidiaries, taken as a whole.

SEC Documents. The Company Allied has made available to Parent a true timely filed all required ------------- reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior since January, 1998 (such reports, schedules, forms, statements and other documents are hereinafter referred to the date of this Agreement (as the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, as of their respective dates, 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 Allied included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved presented (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SECX) and fairly present present, in accordance with applicable requirements all material respects, the consolidated financial position of GAAP Allied and its consolidated Allied Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or ) in the aggregate) 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 thereinaccordance with GAAP.

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective filing dates, all reports filed on or after March 9, 2004 by Parent with the Company Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively referred to as the “SEC Documents Documents”), complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of Parent, including the Company notes thereto, included in the Company SEC Documents (the “Parent Financial Statements”) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and presented fairly present in accordance with applicable requirements all material respects the consolidated financial position of GAAP Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, normal and recurring audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company has delivered or made available to Parent a true and complete copy of Buyer each registration statement, report, schedule, registration proxy statement or information statement and definitive proxy statement all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) filed with the SEC since January 1, 1999, (collectively, the "Company Reports"). The Company Reports, which were filed, in all material respects, with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by the Company with under the SEC prior to Securities Act, the date of this Agreement Exchange Act and the rules and regulations promulgated thereunder (the "Company SEC DocumentsSecurities Laws"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Documents complied as to form in all material respects with Reports (including the published rules related notes and regulations schedules) fairly presents the consolidated financial position of the SEC with respect theretoCompany as of its date and each of the consolidated statements of income, were prepared retained earnings and cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto ornoted therein and except, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. The Company has delivered or made available ------------- to Parent a the Investor true and complete copy copies of each report, schedule, registration statement and definitive proxy statement the SEC Documents filed by the Company with the SEC during the twelve (12) months immediately preceding the date hereof. The Company has not provided to the Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date of this Agreement (hereof by the "Company SEC Documents")Company, but which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such datehas not been so disclosed. As of their respective dates, the Company The SEC Documents complied comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and/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, as of their respective dates, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or, or (ii) in the case of the unaudited interim statements, as permitted by Rule 10-01 of Regulation S-X of to the SECextent they may not include footnotes or may be condensed or summary statements) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company has made available furnished to Parent a true each Investor: the ------------- Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1997, and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file file, which it represents and warrants it did timely file, with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since such dateMarch 31, 1997 (collectively, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, 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 thereunder applicable to such Company SEC Documents, and none of the Company . The SEC Documents contained, as of their respective dates, or such later date on which such reports were amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, were 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 ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP the Company and any subsidiaries at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. (a) The Company has made available to Parent a true and complete copy of each reporttimely filed all reports, scheduleschedules, registration statement statements and definitive proxy statement other documents required to be filed by the Company with the SEC prior to Securities and Exchange Commission on or after the date of this Agreement filing with the Securities and Exchange Commission of the Company’s Final Prospectus for its initial public offering on March 7, 2001 through the date hereof (such documents as supplemented and amended from time to time, collectively, the "“Company SEC Documents"”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective filing dates, the Company SEC Documents complied or 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 beof registration statements, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documentstheir respective effective dates, and none of the Company SEC Documents contained, as of their respective dates, (including all exhibits and schedules thereto and documents incorporated by reference 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. , and the Company SEC Documents complied when filed, or in the case of registration statements, as of their respective effective dates, in all material respects with the then applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as the case may be, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. (b) The financial statements (including the notes thereto) of the Company included in the Company SEC Documents Form 10-K for the year ended December 31, 2001, complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and accurately and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position condition of the Company as at the dates thereof and its consolidated Subsidiaries as the results of their respective dates operations, stockholders’ equity and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company Weatherford has made available to Parent a true the Sellers and complete copy each of the Shareholders all of the SEC Documents. The SEC Documents represent each report, schedule, registration statement and definitive proxy statement report filed by the Company Weatherford with the SEC prior to the date of this Agreement (the "Company SEC Documents")Commission since March 25, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date2002. As of their respective datesres▇▇▇▇▇▇▇ ▇▇▇es, the Company SEC Documents complied (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities Act"), or the Exchange Act, as the case may beamended, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, documents and none of the Company SEC Documents contained, as of their respective dates, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filing with the Commission prior to the date hereof. The consolidated financial statements of the Company Weatherford included in the Company SEC Documents complied comply as to form in all material respects ma▇▇▇▇▇▇ ▇▇▇▇ects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company Weatherford and its consolidated Subsidiaries as of their respective the dates and the consolidated thereof ▇▇▇ ▇▇▇ ▇▇nsolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company Camco has made available to Parent STC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company Camco with the SEC since December 31, 1995 and prior to the date of this Merger Agreement (the "Company Camco SEC Documents"), ) which are all the documents (other than preliminary material) that the Company Camco was required to file with the SEC since such date. As of their respective dates, the Company Camco SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Camco SEC Documents, and none of the Company Camco SEC Documents contained, as of their respective dates, contained when filed any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Camco included in the Company Camco 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 ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregatenormal year-end adjustments and other adjustments discussed therein) the consolidated financial position of the Company Camco 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.consolidated

SEC Documents. The Company Tristar has made available provided to Parent a true Seller its Registration Statement on Form S-8, Annual Report on Form 10-K for the year ended August 29, 1998, Quarterly Reports on Form 10-Q for the quarters ended November 28, 1998, February 27, 1999 and complete copy of each reportMay 29, schedule1999, registration statement and definitive its proxy statement filed by the Company with the SEC prior respect to the date Annual Meeting of this Agreement Stockholders held on February 10, 1999, Form 10-Q/A for the quarter ended May 29, 1999 and Form 8-K dated March 15, 1999 (such documents collectively referred to herein as the "Company SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange 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, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No event has occurred since the filing of the SEC Documents not disclosed in the SEC Documents that, to the Best Knowledge of the Tristar Parties, could reasonably have a Material Adverse Effect on Tristar. The consolidated financial statements of the Company Tristar included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company Tristar and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (except in the case of interim period financial information, for normal year-end adjustments).

SEC Documents. The Company has made available delivered to Parent 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, 1994 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in 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 generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. The Company has made available hereby makes reference to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement the following documents filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents")Commission, which are all available for review on the documents Commission’s website, ▇▇▇.▇▇▇.▇▇▇ (other than preliminary materialcollectively, the “SEC Documents”): (a) that the Company was required to file with Annual Report; and (b) the SEC since such dateCompany’s Quarterly Report on Form 10-Q for the period ended September 30, 2014; and any amendments thereto. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, any 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 included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States ("“GAAP"”) (except, in 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 as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the financial position of GAAP the Company as of the dates thereof and its consolidated statements of operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normalnormal and recurring year-end audit adjustments which were and are not expected to have a material adverse effect on the Company, recurring adjustmentsits business, which will not be material, either individually financial condition or in results of operations). Except as and to the aggregate) extent set forth on the consolidated financial position balance sheet of the Company and its consolidated Subsidiaries as of their respective dates and December 31, 2014, including the consolidated results of operations and the consolidated cash flows of notes thereto, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and its consolidated Subsidiaries for the periods presented thereinwhether required to be reflected on a balance sheet or not).

SEC Documents. (a) The Company has made available to Parent Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement since May 31, 1997 (the "Company SEC Documents")) including the Company 1998 Form 10-K, which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such dateMay 31, 1997. 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 thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, contained as of their respective dates, dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements of the Company included in the Company SEC Documents Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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 thereintherein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) applied on a consistent basis during the periods presented.

SEC Documents. (i) The Company has made available to Parent a true filed all required reports, -------------- schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior to the date of this Agreement Securities and Exchange Commission (the "Company SEC") since January 1, 2003 (such reports, schedules, --- forms, statements and other documents are hereinafter referred to as the "SEC --- Documents"), which are all the documents ; (other than preliminary materialii) that the Company was required to file with the SEC since such date. As as of their respective dates, the Company SEC Documents complied in --------- all material respects with the requirements of the Securities Act, or the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act"), or the Exchange Act, as the case ------------- may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, such dates contained any untrue statement 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, 4 not misleading. The ; and (iii) in all material respects, (a) the consolidated financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were (b) have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in thereto) and (c) present fairly the case consolidated financial position of Company and its consolidated subsidiaries as of the unaudited statements, as permitted by Rule 10-01 dates thereof and the consolidated results of Regulation S-X of their operations and cash flows for the SEC) and fairly present in accordance with applicable requirements of GAAP periods then ended (subject, in the case of the unaudited quarterly statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company PEC has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company all required documents with the SEC prior to the date of this Agreement Securities and Exchange Commission ("SEC") since January 1, 1995 (the "Company PEC/SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company PEC/SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company PEC/SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company PEC included in the Company PEC/SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP PEC and its consolidated subsidiaries, including PDC) as at the dates thereof and the consolidated results of their operations and statements of cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company normal year-end audit adjustments 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 to any other adjustments described therein).

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Company SEC Documents Exchange Act) of Guidant prepared by it since its initial public offering (including, without limitation, the Registration Statement on Form S-1 with respect to its initial offering), in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Guidant Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated balance sheets included in or incorporated by reference into the Guidant Reports (including the related notes and schedules) fairly presents the consolidated financial position of Guidant as of its date, and each of the consolidated statements of the Company income, retained earnings and cash flows included in or incorporated by reference into the Company SEC Documents complied Guidant Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Guidant for the periods set forth therein (subject, in the case of unaudited statements, to form normal year-end audit adjustments which would not be material in all material respects with the published rules and regulations of the SEC with respect theretoamount or effect), were prepared in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto or, in the case noted therein. Guidant has no liabilities or obligations of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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.14

SEC Documents. The Company Financial Statements of Limited; Undisclosed Liabilities. Limited has made available filed all reports, proxy statements, forms, and other documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC prior to under the date Securities Act of this Agreement 1933, as amended (the "Company Securities Act") and the Exchange Act since January 1, 1995 (the "SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, (i) 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 (ii) none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 Limited included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company Limited and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of operations their operations, shareholders, equity and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.then ended and, in the opinion of management, reflect all adjustments necessary for a fair presentation for such periods, including unaudited interim

SEC Documents. The Company Parent has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior since October 1, 1994 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "Company Parent SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company Parent 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 Parent SEC Documents, and none of the Company Parent SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 Parent included in the Company Parent SEC Documents 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, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company normal year-end audit adjustments 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 other adjustments described therein).

SEC Documents. The Company Except as set forth in Schedule 5.8 hereto, the ------------- ------------ Acquiror has made available filed all documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file it with the SEC since such dateJanuary 1, 1996. 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 none of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, any included an 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Acquiror included in the Company SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP the Acquiror and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company normal year-end audit adjustments 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 to any other adjustments described therein).

SEC Documents. The Company (a) Since December 31, 2017, the Purchaser has made available filed with, or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to Parent a true and complete copy of each reportbe filed with or furnished to, scheduleas applicable, registration statement and definitive proxy statement filed the SEC by the Company Purchaser (together with the SEC prior to the date of this Agreement (all exhibits and schedules thereto and all information incorporated therein by reference, collectively, the "Company Purchaser SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, or if amended, as of the Company date of the last such amendment, the Purchaser SEC Documents (i) complied in all material respects with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as and the case may be▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (to the extent then applicable), and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The misleading in any material respect. (b) Each of the consolidated financial statements of the Company included Purchaser (including, in each case, any related notes thereto) contained in the Company Purchaser SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were (i) was prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, thereto) and (ii) fairly presents in the case of the unaudited statementsall material respects, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subjectapplicable, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries as of their the respective dates thereof and the consolidated results of the Purchaser's and its Subsidiaries' operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinindicated (except, in the case of each of sub-clauses (i) and (ii), that the Purchaser's unaudited interim financial statements were subject to normal year-end and quarter-end adjustments and to the absence of certain footnotes).

SEC Documents. The Company has made available furnished to Parent a true each Investor: the ------------- Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file file, which it represents and warrants it did timely file, with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since such dateMarch ------------ 31, 1996 (collectively, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange 1933 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company applicable. The SEC Documents contained, as of their respective dates, or such later date on which such reports were amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied ("Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, were 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 ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP the Company and any subsidiaries at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. The Company has made available to Parent a true timely filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior to the date of this Agreement since January 1, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, (including any and all financial statements included therein) as of their respective dates, 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 (including footnotes) of the Company included in the Company SEC Documents complied (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be specifically indicated in the notes thereto orthereto), in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of operations income, shareholders' equity and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company PEC has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company all required documents with the SEC prior to the date of this Agreement Securities and Exchange Commission ("SEC") since January 1, 1998 (the "Company PEC/SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company PEC/SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company PEC/SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company PEC included in the Company PEC/SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP PEC and its consolidated subsidiaries, including PDC) as at the dates thereof and the consolidated results of their operations and statements of cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company normal year-end audit adjustments 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 to any other adjustments described therein).

SEC Documents. The Company Buyer has made available delivered to Parent a Seller true and complete copy correct copies of each reportSeller's Annual Report on Form 10-K for the year ended June 26, schedule1998, registration statement and definitive proxy statement filed by Quarterly Report on Form 10-Q for the Company quarter ended September 25, 1998 (together with the SEC prior reports to the date of this Agreement (be delivered by Buyer to Seller pursuant to Section 6.3, the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file each as filed by Buyer with the SEC since such dateSecurities and Exchange Commission (the "SEC"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange 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 the SEC Documents, and none of the Company SEC Documents containedDocuments, as of their respective datesat the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company Buyer included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of the unaudited interim statements, as permitted by Rule 10-01 of Regulation S-X of to the SECextent they may exclude footnotes or may be condensed or summary statements) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP 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 the unaudited statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company has made available filed all reports required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it under the Company with Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), including, pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (the foregoing materials being collectively referred to herein as the "SEC DOCUMENTS"), on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the date expiration of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since any such dateextension. 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 and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingCommission promulgated thereunder. The financial statements of the Company included in the Company SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP (the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or . Since the date of the financial statements included in the aggregate) 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 Company's last filed Quarterly Report on Form 10-Q for the periods presented thereinquarter ended November 30, 1998, there has been no event, occurrence or development that has had a Material Adverse Effect which has not been specifically disclosed to the Purchasers by the Company.

SEC Documents. The Company PTI has made available to Parent MicroLegend a true true, correct and complete copy of each reportPTI's Annual Report on Form 10-K for the year ended December 31, schedule1998, registration statement quarterly reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, and definitive proxy statement for the Annual Meeting of Stockholders of PTI held on June 8, 1999, all as filed by the Company PTI with the SEC prior to the date of this Agreement (collectively, the "Company PTI SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company PTI SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company PTI SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company PTI included in the Company PTI SEC Documents complied as to form are complete, accurate and comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") American GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company PTI and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company (a) Buyer has made available filed all reports, schedules, forms, statements and other documents required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company it with the SEC prior to the date of this Agreement Securities and Exchange Commission (the "Company SEC Documents"“SEC”), which are all pursuant to Sections 13(a), 14(a) and 15(d) of the documents Securities Exchange Act of 1934 (other than preliminary materialthe “SEC Reports”); (b) that the Company was required to file with the SEC since such date. As of their its respective datesfiling date, the Company each SEC Documents Report complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, 1934 and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, and none of the Company SEC Documents contained, as of their respective dates, Reports contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the Company SEC Documents complied Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles the GAAP ("GAAP"except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements all material respects the consolidated financial position of GAAP Buyer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company has made available furnished to Parent a true and complete copy of each reportInvestor the Company's Annual Report on Form 10-K for the fiscal year ended December 31, schedule1999, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents")excluding exhibits, which are and, upon request, all the documents (other than preliminary material) that the Company was required to file file, which it represents and warrants it did timely file, with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since such dateDecember 31, 1998 (collectively, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, 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 thereunder applicable to such Company SEC Documents, and none of the Company . The SEC Documents contained, as of their respective dates, or such later date on which such reports were amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied ("Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, were 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 ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP the Company and any subsidiaries at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1993 and prior to the date of this Agreement (the "Company SEC Documents"), ) which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, (i) 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 (ii) none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in 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 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 fairly, in all material respects, in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will not be are material, either individually or in the aggregate) 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. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior all reports, schedules, forms, statements and other documents required pursuant to the date of this Agreement Securities Act and the Exchange Act since January 1, 1998, including, without limitation, the Amendment No. 4 to the Company's Registration Statement on Form S-1 (Registration No. 333-75907) (such Amendment No. 4 being herein called the "Company Form S-1") and the Company's quarterly report on Form 10-Q for the period ended June 30, 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company Form S-1 and the other 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, (including any and all financial statements included therein) as of their respective dates, 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents complied filed since January 1, 1998 (the "SEC Financial Statements") and the Company's pro-forma consolidated financial statements set forth in the Form S-1 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements generally accepted accounting principles the consolidated financial position of GAAP the Company (and its Subsidiaries) as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company has made available filed all reports or other filings required to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by it under Securities Act and the Company with Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (the foregoing materials being collectively referred to herein as the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such dateon a timely basis. 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 and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC DocumentsSecurities and Exchange Commission promulgated thereunder, and none of the Company SEC Documents containedDocuments, as of their respective dateswhen 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 included in the Company SEC Documents 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, were . Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements all material respects the financial position of GAAP (the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or . Since the date of the financial statements included in the aggregate) the consolidated financial position 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 specifically disclosed in any 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 thereinSEC Documents.

SEC Documents. The Company Mendocino has made available to Parent furnished the Purchaser with a true and ------------- complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective datesits filing date (and, with respect to any registration statement, the Company date on which it or any post-effective amendment was declared effective), each SEC Documents complied Document was in compliance, in all material respects respects, with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, any contained no untrue statement of a material fact or omitted to state and did not omit any statement of 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 Mendocino included in the Company SEC Documents complied complied, at the time of filing with the SEC (and, with respect to any registration statement, at the time it was declared effective), as to form form, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of the unaudited statements, as permitted by Rule 10-01 to the omission of Regulation S-X of the SECcertain footnotes) and fairly present present, in accordance with applicable requirements of GAAP all material respects (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries Mendocino, as applicable, as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinpresented.

SEC Documents. The Company has made available to furnished Parent and Acquisition Sub with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement since February 1, 1994 (the "Company SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such that date. As The SEC Documents, as of their respective dates, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities ActEXCHANGE ACT"), or the Exchange Act, as the case may be, ) and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with 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, for the absence of notes thereto or as permitted by Rule Form 10-01 of Regulation S-X QSB of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.then ended. The Company has not received any management letters or draft

SEC Documents. The Company Since June 30, 1997, Buyer has made available to Parent a true filed all required -------------- reports, schedules, forms, statements and complete copy of each report, schedule, registration statement other documents (including exhibits and definitive proxy statement filed by the Company all other information incorporated therein) with the SEC prior to the date of this Agreement (the "Company Buyer SEC --------- Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company Buyer 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 Buyer SEC Documents, and none of the Company no Buyer SEC Documents contained, Document when filed (as of their respective dates, amended and restated and as supplemented by subsequently filed Buyer SEC Documents) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Buyer included in the Company Buyer SEC Documents complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company FSC has made available previously furnished to Parent a MOXY true and complete copy copies of the following (collectively, the "FSC SEC Documents"): (a) FSC's Annual Report on Form 10-K filed with the SEC for the year ended December 31, 1997; (b) FSC's Quarterly Reports on Form 10-Q filed with the SEC for the quarter ended March 31, 1998; (c) each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file FSC with the SEC since such dateDecember 22, 1997; (d) each final prospectus filed by FSC with the SEC since December 22, 1997, except any final prospectus included in a registration statement on Form S-8; (e) all Current Reports on Form 8-K filed by FSC with the SEC since December 22, 1997; and (f) all of its other reports, statements, schedules and registration statements filed with the SEC since December 22, 1997. As of their respective dates, the Company such FSC SEC Documents (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Company and unaudited consolidated interim financial statements included in the Company FSC SEC Documents complied (including any related notes and schedules) present fairly the financial position of FSC and its consolidated Subsidiaries as to form in all material respects with the published rules and regulations of the SEC with respect theretodates thereof and the results of operations and cash flows for the periods covered thereby (subject, were prepared in the case of unaudited interim period statements, to normal year-end adjustments), in each case in accordance with generally accepted accounting principles ("GAAP") past practice and GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated otherwise disclosed in the notes thereto orthereto). Since December 31, in the case of the unaudited statements1997, as permitted FSC has timely filed all reports, registration statements and other filings required to be filed by Rule 10-01 of Regulation S-X of it with the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. The Company has made available filed with the Securities and Exchange ------------- Commission (the "Commission") all financial statements, reports, schedules, forms, statements and other documents required by the Securities Act, and Securities Exchange Act of 1934, as amended, (the "EXCHANGE ACT") to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by the Company with the SEC prior to the date of this Agreement (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC DOCUMENTS"). The Company has delivered or made available to Investor all SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective filing dates, (or if amended, revised or superseded by a subsequent filing with the Company Commission, then as of the date of such subsequent filing), 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 none of the SEC thereunder applicable to such Company SEC Documents, Documents (including any and none of the Company SEC Documents contained, all financial statements included or incorporated by reference therein) as of their respective dates, 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 are made, not misleading. The consolidated financial statements of the Company and its Subsidiaries included in the Company all SEC Documents complied Documents, including any amendments thereto, 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, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. The Company Buyer has made available to Parent filed on a true timely basis all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the other documents (other than preliminary material) that the Company was required to file with the SEC since January 1, 2003 (such datedocuments, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the “SEC Documents”). As of their respective dates, the 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 the SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 Buyer included in the Company SEC Documents 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, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate) 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. The Company (i) ▇▇▇▇▇▇▇ has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior to the date of this Agreement since January 1, 1998 (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with accounting principles generally accepted accounting principles in the United States ("US GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP ▇▇▇▇▇▇▇ and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, which will not be material, either individually or in the aggregate). (ii) 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 ▇▇▇▇▇▇▇ is eligible to use Form S-3 for the periods presented thereinfiling of a registration statement with the SEC under the Securities Act.

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents Documents, as defined below, complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), 1933 or the Securities Exchange ActAct of 1934, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included Purchaser contained 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 accordance with applicable requirements of GAAP United States generally accepted accounting principles (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will not be material, either individually or in the aggregate) the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company Purchaser and its consolidated Subsidiaries subsidiaries for the periods presented therein., respectively. "

SEC Documents. The Company UTI has made available provided to Parent a true SUITS its Annual Report on Form 10-K for the year ended December 31, 1997, its Current Reports on Form 8-K dated April 23, 1998, as amended, its quarterly report on Form 10-Q for the three months ended March 31, 1998 and complete copy of each report, schedule, registration statement and definitive its proxy statement filed by the Company with the SEC prior respect to the date its Annual Meeting of this Agreement Stockholders for 1998 (such documents collectively referred to herein as the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 UTI included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company UTI and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended. Since March 31, 1998, other than as discussed in the SEC Documents, there has been no material adverse change in the business of UTI and its subsidiaries, taken as a whole.

SEC Documents. The Company TMW has made available to Parent a true filed all required reports, schedules, forms, ------------- statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior since January 30, 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to the date of this Agreement (herein as the "Company TMW SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company TMW 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 TMW SEC Documents, and none of the Company TMW SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 TMW included in the Company TMW SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP TMW and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or normal year-end audit adjustments and other adjustments described therein). Except as set forth in the aggregate) TMW SEC Documents, since the consolidated date of filing of such financial position of the Company statements there has been no Material Adverse Change with respect to TMW and its consolidated Subsidiaries subsidiaries taken 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 thereina whole.

SEC Documents. The Company has made available to Parent a true filed all required reports, proxy statements, forms and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior to the date of this Agreement since January 2, 1994 (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, and giving effect to any amendments thereto, (a) the Company SEC Documents 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 thereunder applicable to such Company SEC Documentspromulgated thereunder, and (b) none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements made 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 as at the dates thereof complied as to form in all material respects with applicable accounting require- ments and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries changes in financial position for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents. The Company HMA has made available to Parent River Oaks a true true, correct and complete copy of each reportHMA's Annual Report on Form 10-K for the year ended September 30, schedule1996, registration statement quarterly reports on Form 10-Q for the quarters ended December 31, 1996, March 31, 1997 and June 30, 1997, and definitive proxy statement for the annual meeting of shareholders of HMA held on February 18, 1997, all as filed by the Company HMA with the SEC prior to the date of this Agreement (collectively, the "Company HMA SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company HMA SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company HMA SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company HMA included in the Company HMA SEC Documents complied as to form comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company HMA and its consolidated Subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended.

SEC Documents. The Company Parent has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior under the Exchange Act since January 1, 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein collectively referred to the date of this Agreement (herein as the "Company Parent SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company Parent 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 Parent SEC Documents, and none of the Company Parent SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary 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 Parent included in the Company Parent SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company normal year-end audit adjustments 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 other adjustments described therein).

SEC Documents. The Company (a) Parent has made available to Parent a true and complete copy of each reportfiled or furnished all reports, scheduleschedules, forms, proxy statements, prospectuses, registration statement statements and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the other documents (other than preliminary material) that the Company was required to file be filed or furnished by it with the SEC since such dateJanuary 1, 2020, which are available through the SEC’s ▇▇▇▇▇ database (collectively, “Parent’s SEC Documents”). As of their respective datesdates (or, if amended or supplemented, as of the Company date of the most recent amendment or supplement), each of Parent’s SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (amended, the "Securities Act"), or Act and the Exchange Act, as the case may be▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the any rules and regulations of the SEC thereunder applicable to such Company SEC Documentspromulgated thereunder, and none of the Company Parent’s SEC Documents containedDocuments, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The . (b) Each of the consolidated financial statements of the Company included (including, in the Company each case, any notes thereto) contained in Parent’s SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during GAAP throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited and except that financial statements included with interim reports do not contain all notes to such financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and each fairly present presented in accordance with applicable requirements all material respects the consolidated financial position, results of GAAP operations and changes in stockholders’ equity and cash flows of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of the unaudited statements, to normalnormal year-end adjustments which are not expected, recurring adjustments, which will not be material, either individually or in the aggregate, to be material). (c) Parent is not now, and has never been, a shell issuer, as described in Rule 144(i)(1) under 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 thereinSecurities Act.

SEC Documents. The Company has made available to Parent Purchaser 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, 1997 and prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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 thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Company (including, in each case, the Company 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 ("GAAP") 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 present 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 will not be materialwere or are expected, either individually or in the aggregate, to be material in amount) 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. The Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Company has made available filed all reports, schedules, forms , statements and other documents required to Parent a true be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d), in addition to one or more registration statements and complete copy of each report, schedule, registration statement and definitive proxy statement amendments thereto heretofore filed by the Company with the SEC prior (all of the foregoing including filings incorporated by reference therein being referred to the date of this Agreement (herein as the "Company SEC Documents"). The Company has delivered or made available to the Investors (including via EDGA▇) ▇▇ue and complete copies of all SEC Documents (including, which are all the documents (other than preliminary materialwithout limitation, proxy information and solicitation materials and registration statements) that the Company was required to file filed with the SEC since such dateApril 14, 1998. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange 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 and other federal, state and local laws, rules and regulations applicable to such Company SEC Documents, and none of the Company SEC Documents contained, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. The Company has made available furnished to Parent a true each Investor: the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file file, which it represents and warrants it did timely file, with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), since such dateMarch 31, 1996 (collectively, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange 1933 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company applicable. The SEC Documents contained, as of their respective dates, or such later date on which such reports were amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied ("Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements or, were 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 ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements the consolidated financial position of GAAP the Company and any subsidiaries at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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. (a) The Company has made available to Parent the Purchasers a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC prior to the date of this Agreement since December 31, 1997 (the "Company SEC Documents"), which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since such dateDecember 31, 1997. 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 thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, contained as of their respective dates, dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements of the Company included in the Company SEC Documents Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) 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 thereintherein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) applied on a consistent basis during the periods presented.

SEC Documents. The Company has made available to Parent a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company other documents with the SEC prior relating to the date of this Agreement periods commencing on or after January 1, 1997 (such reports, schedules, forms, statements and other documents being hereinafter referred to as the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, 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, as of their respective dates, such dates contained any untrue statement 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 included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).