Common use of SEC Documents Clause in Contracts

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. The Seller is obligated under All filings by MART with the United States Securities and Exchange Act of 1934Commission (“SEC”), as amended including each (A) registration statement, (B) annual report on Form 10-K, (C) quarterly report on Form 10-Q, (D) current report on Form 8-K, (E) proxy statement or information statement, and (F) other reports filed with the “Exchange Act”) to file reports SEC pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act or the Securities Act (in all such cases, including all exhibits, amendments and supplements thereto), prepared by MART or any of the MART Subsidiaries since January 1, 2002, are publicly-available on ▇▇▇▇▇ (collectively, the “MART Reports”). The MART Reports were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by MART pursuant to the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the “Securities Laws”) since January 1, 2002. As of their respective dates, the MART Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ misleading (except to the Purchasers a correct extent such statements have been modified or superceded by later MART Reports). Each of the consolidated balance sheets of MART included in or incorporated by reference into the MART Reports (including the related notes and complete copy schedules) fairly presents the consolidated financial position of MART and the MART Subsidiaries as of its date and each report which of the Seller consolidated statements of income, retained earnings and cash flows of MART included in or incorporated by reference into the MART Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of MART and the MART Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case, other than in the case of Forms 8-K furnished but not deemed filed with the Securities SEC, in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and Exchange Commission (except, in the “case of the unaudited statements, as permitted by Form 10-Q of the SEC” or . Except as and to the “Commission”) under extent set forth on the Exchange Act for any period ending on or after consolidated balance sheet of MART and the MART Subsidiaries at December 31, 2002 2002, including all notes thereto, neither MART nor any of the MART Subsidiaries has any material liabilities or obligations of any nature (all such reports filed whether accrued, absolute, contingent or otherwise) that would be required to be filed by the Seller including all exhibits thereto reflected on, or incorporated therein by referencereserved against in, the “Recent Reports”). None a balance sheet of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein MART or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities (i) reflected on the Forms 10-Q filed prior to the date hereof, (ii) those liabilities arising in the ordinary course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosedbusiness since such date, and no material non-public information has been disclosed to (iii) liabilities incurred in connection with the PurchasersMerger.

SEC Documents. The Seller is obligated Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or reports, schedules, forms, statements and other documents required to be filed by it with the Seller at any SEC pursuant to the Exchange Act for the two years preceding the date subsequent hereof (or such shorter period as the Company was required by law or regulation to January 1file such material) (all of the foregoing filed within two years preceding the date hereof or amended after the date hereof, 1996, including all exhibits thereto or incorporated therein by referencefiled or furnished after the date hereof with the SEC, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, and all registration statements publicly filed by the Seller Company under the Securities Act (including any Registration statements filed hereunder), being hereinafter called referred to as the “SEC Documents”). The Seller Company has filed all reports delivered or other documents required made available to be filed under the Exchange Act prior Investor through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents. As of their respective dates (or, with respect to any filing that has been amended or superseded, the date of this Agreement. All such amendment or superseding filing), the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Act or the Securities Act, as applicable, and (ii) the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit 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 Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. (a) The Seller is obligated under the Securities Exchange Act of 1934Company has filed all forms, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or and documents required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under it with the Securities Act hereinafter called and Exchange Commission (the “SEC Documents”"SEC") since its formation (collectively, the "Company Reports"). The Seller has As of their --- --------------- respective dates, the Company Reports filed all reports or other documents required to be filed under the Exchange Act prior to or on the date of this Agreement. All SEC Documents filed by the Seller hereof (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act Act, and the rules and regulations thereunder and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered representation in clause (ii) of the preceding sentence shall not apply to any misstatement or made available via ▇▇▇▇▇ omission in any Company Report filed prior to the Purchasers date of this Agreement which was superseded by a correct subsequent Company Report filed prior to the date of this Agreement. Except as set forth in the Company Disclosure Letter the Company is not a party or subject to any note, bond, mortgage, indenture, contract, lease, license, agreement, understanding, instrument, bid or proposal that is required to be described in or filed as an exhibit to any Company Report and complete copy that is not described in or filed as an exhibit to such Company Report as required by the Securities Act or the Exchange Act, as the case may be. No event has occurred prior to the date hereof as a consequence of each report which the Seller Company would be required to file a Current Report on Form 8-K pursuant to the requirements of the Exchange Act as to which such a report has not been timely filed with the Securities SEC. Any reports, statements and Exchange Commission registration statements and amendments thereto (including, without limitation, Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K, as amended) filed by the “SEC” Company with the SEC after the date hereof shall be mailed to the Investors no later than the date of such filing. (b) Each of the consolidated balance sheets of Company included in or incorporated by reference into the “Commission”Company Reports (including the related notes and schedules) under fairly presents the Exchange Act consolidated financial position of the Company and the Company Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows of 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 and the Company Subsidiaries 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 consistently applied during the periods involved, except as may be noted therein. The Company has no liabilities or obligations of any period ending on nature (whether accrued, absolute, contingent or after December 31, 2002 (all such reports filed or otherwise) that would be required to be filed by the Seller including all exhibits thereto reflected on, or incorporated therein by referencereserved against in, the “Recent Reports”). None a balance sheet of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein Company or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of September 30, 1999; (ii) liabilities or obligations arising in the ordinary course of discussions business since September 30, 1999; and negotiations with respect hereto (iii) liabilities or obligations which is not disclosed would not, individually or in the Recent Reports is or was required to be so disclosedaggregate, and no material non-public information has been disclosed to the Purchasershave a Company Material Adverse Effect.

SEC Documents. The Seller is obligated under Except as disclosed in Schedule 3.6, since ------------- December 31, 1997, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Company has timely filed all reports or reports, schedules, forms, statements and other documents required to be filed under by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act prior of 1934 (the "Exchange Act") (all of the foregoing filed after December 31, 1995 and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to herein as the "SEC Documents"). The Company has delivered to the date Purchaser true and complete copies of this Agreementthe Furnished SEC Documents, except for exhibits, schedules and incorporated documents. All Each of the SEC Documents as originally filed by the Seller (i) were prepared or as amended complied in all material respects in accordance with the requirements of the Exchange Act its respective report or form and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) filing contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and as of the date hereof, there is no fact or facts not disclosed in the SEC Documents or disclosed in writing to the Purchaser which relate specifically to the Company which individually or in the aggregate, may have a Material Adverse Effect. The Seller has previously delivered consolidated financial statements of the Company (including any related schedules or made available via ▇▇▇▇▇ notes thereto) included in the SEC Documents were prepared in accordance with generally accepted accounting principles, consistently applied, and the applicable rules and regulations of the SEC during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the Purchasers extent they do not include footnotes or are condensed or summary statements) and present accurately and completely, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, year-end audit adjustments). To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a correct complete and complete copy accurate list of each report all material undischarged written or oral contracts, agreements, leases or other instruments to which the Seller filed Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Material Contract"). Except as set forth in Schedule 3.6, none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Material Contract, which breach or violation would ave a Material Adverse Effect. To the best knowledge of the Company, no event, occurrence or condition exists which, with the Securities lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect. Except as set forth in Schedule 3.6 or disclosed in writing to the Purchaser, there are no liabilities or obligations (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and Exchange Commission regardless of when asserted), except (i) liabilities and obligations in the “SEC” respective amounts reserved for in the Company's balance sheet or the “Commission”footnotes thereto as of September 30, 1999 included in the Furnished SEC Documents, (ii) under the Exchange Act for any period ending on or liabilities and obligations incurred after December 31, 2002 1999 in the ordinary course of business consistent (all such reports filed in amount and kind) with past practice (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or required to be filed by lawsuit), (iii) liabilities and obligations disclosed in the Seller including all exhibits thereto or incorporated therein by referenceFurnished SEC Documents, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries and (iv) liabilities and obligations which has been disclosed to the Purchasers herein would not individually or in the aggregate, have a Material Adverse Effect. Since December 31, 1999, the Company has operated its business only in the ordinary course of discussions and negotiations with respect hereto which is there has not been individually or in the aggregate, any change that would have a Material dverse Effect (a "Material Adverse Change") other than changes disclosed in the Recent Reports is SEC Documents or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersotherwise set forth in Schedule 3.6.

SEC Documents. CEC has delivered or made available to the Noteholders each registration statement, report, definitive proxy statement or definitive information statement of CEC and all exhibits thereto filed since December 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "CEC Reports"). The Seller is obligated CEC Reports, which, except as otherwise disclosed, were filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by CEC under the 33 Act, the Securities Exchange Act of 1934, as amended (the “Exchange "34 Act”") and the rules and regulations promulgated thereunder. As of their respective dates, the CEC Reports (a) complied as to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared form in all material respects in accordance with the applicable requirements of the Exchange 33 Act and the 34 Act and (iib) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, made therein not misleading. The Seller has previously delivered Each of the balance sheets of CEC included in or made available via ▇▇▇▇▇ incorporated by reference into the CEC Reports (including the related notes and schedules) fairly presents the financial position of CEC as of its date and each of the statements of income, retained earnings and cash flows of CEC included in or incorporated by reference into the CEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of CEC 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 consistently applied during the Purchasers a correct periods involved, except as may be noted therein and complete copy except, in the case of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) any unaudited statements, as permitted by Form 10-Q promulgated under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers34 Act.

SEC Documents. The Seller is obligated under (i)The Company has made available to Parent, or the Securities Exchange Act Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of 1934the SEC contains in a publicly available format, as amended (complete and accurate copies of all reports, schedules, forms, statements and other documents filed with the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed SEC by the Seller at any date subsequent to Company since January 1, 1996, including 2002 (together with all exhibits thereto or information incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Company has filed all reports with the SEC each report, schedule, form, statement or other documents document or filing required by Law to be filed. No Subsidiary is required to be filed under file any report, schedule, form, statement or other document with the Exchange Act prior to SEC. As of their respective dates, each of the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (ii) did not “SOX”), in each case, applicable to such SEC Documents at the time they were of filing, and none of the SEC Documents at the time it was filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ Except to the Purchasers extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “CommissionFiled SEC Document”) under has been revised or superseded by a later filed SEC Document, none of the Exchange Act for SEC Documents contains any period ending on untrue statement of a material fact or after December 31, 2002 (all such reports filed or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements (including the related notes) of the Company included in the SEC Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, had been or will be prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited statements, as permitted by the Seller including rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all exhibits thereto or incorporated therein by referencematerial respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the “Recent Reports”case of unaudited statements, to normal and recurring year-end audit adjustments). None of Neither the information about the Seller or Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which has been disclosed to the Purchasers herein individually or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is aggregate have had, or was required are reasonably likely to be so disclosedhave, and no material non-public information has been disclosed to the Purchasersa Material Adverse Effect.

SEC Documents. CYRB has filed all reports, schedules, forms, statements and other documents as required by the SEC and CYRB has delivered or made available to Proton Green all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “CYRB SEC Documents”). The Seller is obligated under CYRB SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by ), as the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by referencecase may be, and all documents filed by the Seller under rules and regulations of the Securities Act hereinafter called the “SEC promulgated thereunder applicable to such CYRB SEC Documents”). The Seller has filed all reports or other documents required to be filed under , and none of the Exchange Act prior to the date of this Agreement. All CYRB SEC Documents filed by the Seller (iincluding any and all consolidated financial statements included therein) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date as of such filing) contain date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Proton Green prior to the date of this Agreement), none of the CYRB SEC Documents contains any untrue statement of a material fact or omits to state any 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 Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy consolidated financial statements of each report which the Seller filed with the Securities and Exchange Commission CYRB included in such CYRB SEC Documents (the “SEC” or the “CommissionCYRB Financial Statements”) under comply as to form in all material respects with applicable accounting requirements and the Exchange Act published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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) and fairly present the consolidated financial position of CYRB and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for any period ending on or after December 31the periods then ended (subject, 2002 (all such reports filed or required in the case of unaudited quarterly statements, to be filed normal year-end audit adjustments as determined by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”CYRB’s independent accountants). None Except as set forth in the CYRB SEC Documents, at the date of the information about most recent audited financial statements of CYRB included in the Seller or CYRB SEC Documents, neither CYRB nor any of its Subsidiaries which subsidiaries had, and since such date neither CYRB nor any of such subsidiaries has been disclosed to the Purchasers herein incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required aggregate, could reasonably be expected to be so disclosed, and no material non-public information has been disclosed to the Purchasershave a CYRB Material Adverse Effect.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Parent has filed with the SEC all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents so filed by the Seller (iit, pursuant to Sections 13(a), 14(a) were prepared in all material respects in accordance with the requirements and 15(d) of the Exchange Act and (ii) did not at collectively, the time they were filed (“Parent Reports”). As of its respective date or, if amended or superseded by a subsequent filing prior to the date hereof, then on the date of such filing, each Parent Report has complied in all material respects with all applicable requirements of the Exchange Act, SOX and the rules and regulations promulgated thereunder, and did not (i) contain any untrue statement of a material fact or (ii) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to Each of the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects the financial position of Parent as of its date, and each of the statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Parent for the periods set forth therein by reference(such balance sheets and statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Recent ReportsParent Financial Statements”). None The Parent Financial Statements (i) complied as to form in all material respects with the published rules and regulations of the information about SEC and (ii) were prepared in accordance with GAAP consistently applied during the Seller periods involved, except as may be noted in the Parent Financial Statements or any of its Subsidiaries which has been disclosed as permitted by Form 10-K, 10-Q or Form 8-K. Except as and to the Purchasers herein extent adequately accrued or reserved against in the course audited balance sheet of discussions Parent as at August 31, 2014, Parent does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and negotiations with respect hereto which is whether or not required by GAAP to be reflected in a balance sheet of Parent or disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersnotes thereto.

SEC Documents. The Seller Common Stock of Basic is obligated under registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) . Rover has had the opportunity to file reports pursuant to Sections 13 or 15(d) thereof obtain on Rover's behalf true and complete copies of the SEC Documents (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all except for exhibits thereto or and incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”documents). The Seller Basic has filed all reports not provided to Rover any information which, according to applicable law, rule or regulation, should have been disclosed publicly by Basic but which has not been so disclosed, other documents required to be filed under the Exchange Act prior than with respect to the date of transactions contemplated by this Agreement. All As of their respective dates, all of Basic's reports, statements and other filings with the Commission (the "SEC Documents filed by the Seller (iDocuments") were prepared complied in all material respects in accordance with the requirements of the Act or the Exchange Act as the case may be and (ii) did not at the time they were filed (orrules and regulations of the Commission promulgated thereunder and other federal, if amended or superseded by a filing prior state and local laws, rules and regulations applicable to such SEC Documents, and none of the date hereof, then on the date of such filing) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered financial statements of Basic included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or made available via ▇▇▇▇▇ other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the Purchasers a correct extent they may not include footnotes or may be condensed or summary statements) and complete copy fairly present in all material respects the financial position of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None Company as of the information about dates thereof and the Seller or any results of its Subsidiaries which has been disclosed to operations and cash flows for the Purchasers herein or periods then ended (subject, in the course case of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required unaudited statements, to be so disclosed, and no material nonnormal year-public information has been disclosed to the Purchasersend audit adjustments).

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”a) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Parent has filed with the SEC all reports or reports, schedules, statements and other documents required to be filed under by Parent or any of its Subsidiaries with the SEC since December 31, 2003 (collectively, the “Parent SEC Reports”). As of their respective dates, with respect to Parent SEC Reports filed pursuant to the Exchange Act prior Act, and as of their respective effective dates, as to Parent SEC Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC after the date of this Agreement. All SEC Documents filed by the Seller Agreement (i) were prepared complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act Act, and (ii) did not at the time they were filed (not, or, if amended or superseded by a filing prior with respect to the date hereofthose not yet filed, then on the date of such filing) will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller . (b) Each of the consolidated balance sheets included in or incorporated by reference into Parent SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) Neither Parent nor any of its Subsidiaries has previously delivered any liabilities or made available via obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent as of ▇▇▇▇▇ to ▇▇, ▇▇▇▇, (▇▇) liabilities or obligations arising in the Purchasers a correct ordinary course of business (including trade indebtedness), and complete copy of each report (iii) liabilities or obligations which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31would not, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein individually or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required aggregate, reasonably be expected to be so disclosed, and no material non-public information has been disclosed to the Purchasershave a Parent Material Adverse Effect.

SEC Documents. The Seller is obligated under A complete list of ▇▇▇▇▇▇▇ SEC filings, and each (A) registration statement, (B) annual report on Form 10-K, (C) quarterly report on Form 10-Q, (D) current report on Form 8-K, (E) proxy statement or information statement, and (F) any other report filed with the SEC pursuant to the Exchange Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (in all such cases, including all exhibits, amendments and supplements thereto) prepared by ▇▇▇▇▇▇▇ or relating to either of their respective properties since January 1, 1994, are set forth in Section 6.7 of the ▇▇▇▇▇▇▇ Disclosure Letter, and copies of which, in the form (including exhibits and any amendments thereto) filed with the SEC, have previously been provided or made available to MDI or its counsel (collectively, the "▇▇▇▇▇▇▇ Reports"). The ▇▇▇▇▇▇▇ Reports were filed with the SEC in a timely manner and constitute all forms, reports filed or and documents required to be filed by ▇▇▇▇▇▇▇ under the Seller at any date Securities Laws subsequent to January 1, 19961994. As of their respective dates, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller ▇▇▇▇▇▇▇ Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Exchange Act Securities Laws and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via Each of the consolidated balance sheets of ▇▇▇▇▇▇▇ included in or incorporated by reference into the ▇▇▇▇▇▇▇ Reports (including the related notes and schedules) fairly presents the consolidated financial position of ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of ▇▇▇▇▇▇▇ included in or incorporated by reference into the ▇▇▇▇▇▇▇ Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ Subsidiaries 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 consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC. Except as and to the Purchasers a correct extent set forth on the consolidated balance sheet of ▇▇▇▇▇▇▇ and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after ▇▇▇▇▇▇▇ Subsidiaries at December 31, 2002 1997, including all notes thereto, or as set forth in the ▇▇▇▇▇▇▇ Reports, neither ▇▇▇▇▇▇▇ nor any of the ▇▇▇▇▇▇▇ Subsidiaries has any material liabilities or obligations of any nature (all such reports filed whether accrued, absolute, contingent or otherwise) that would be required to be filed by the Seller including all exhibits thereto reflected on, or incorporated therein by referencereserved against in, the “Recent Reports”). None a balance sheet of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein ▇▇▇▇▇▇▇ or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of discussions business since such date and negotiations liabilities for expenses of attorneys, accountants and investment bankers incurred in connection with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersMerger.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”a) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Parent has filed with the SEC all reports or reports, schedules, statements and other documents required to be filed under by Parent or any of its Subsidiaries with the SEC since December 31, 2003 (collectively, the "Parent SEC Reports"). As of their respective dates, with respect to Parent SEC Reports filed pursuant to the Exchange Act prior Act, and as of their respective effective dates, as to Parent SEC Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC after the date of this Agreement. All SEC Documents filed by the Seller Agreement (i) were prepared complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act Act, and (ii) did not at the time they were filed (not, or, if amended or superseded by a filing prior with respect to the date hereofthose not yet filed, then on the date of such filing) will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller . (b) Each of the consolidated balance sheets included in or incorporated by reference into Parent SEC Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders' equity and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presents, in all material respects, the results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) Neither Parent nor any of its Subsidiaries has previously delivered any liabilities or made available via obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Parent as of ▇▇▇▇▇ to ▇▇, ▇▇▇▇, (▇▇) liabilities or obligations arising in the Purchasers a correct ordinary course of business (including trade indebtedness), and complete copy of each report (iii) liabilities or obligations which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31would not, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein individually or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required aggregate, reasonably be expected to be so disclosed, and no material non-public information has been disclosed to the Purchasershave a Parent Material Adverse Effect.

SEC Documents. The Seller is obligated under SUG has made (and, with respect to -------------------------- such documents filed after the Securities Exchange Act date hereof through the Closing Date, will make) available to PNT a true and complete copy of 1934each report, as amended schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by SUG with the SEC since June 30, 1998 and through the Closing Date in substantially the form filed with the SEC (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by "SUG SEC Documents"). As of their respective dates, the Seller at any date subsequent to January 1, 1996SUG SEC Documents, including all exhibits thereto without limitation any financial statements or incorporated therein by referenceschedules included there- in, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”complied (or will comply). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared , in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and (ii) the rules and regulations of the SEC thereunder applicable to such SUG SEC Documents, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filingwill not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered audited consolidated financial statements and unaudited interim financial statements of SUG included in the SUG SEC Documents (collectively, the "SUG Financial Statements") were (or made available via will be) prepared in accordance with GAAP applied on a consistent basis (except as may be indi- cated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly pre- sent (or will fairly present) in all material respects the ▇▇▇▇▇ to ▇- cial position of SUG as of the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” respective dates thereof or the “Commission”) under results of operations and cash flows for the Exchange Act for any period ending on or after December 31respective periods then ended, 2002 (all such reports filed or required to be filed by as the Seller including all exhibits thereto or incorporated therein by referencecase may be, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or subject, in the course case of discussions and negotiations with respect hereto unaudited interim financial statements, to normal, recurring adjustments which is are not disclosed material in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersaggregate.

SEC Documents. The Seller is obligated under (a) Since January 1, 2020 and through the Securities Exchange Act date of 1934this Agreement, as amended (ADES has filed all forms, reports and documents with the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or SEC that have been required to be filed by the Seller at any date subsequent it pursuant to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act applicable Laws prior to the date of this AgreementAgreement (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “ADES SEC Documents”). All SEC Documents As of the time it was filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed SEC (or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing), (i) each of the ADES SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and (ii) to the extent such ADES SEC Document was filed pursuant to the Exchange Act, each ADES SEC Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered To the Knowledge of ADES, as of the date hereof, none of the ADES SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the ADES SEC Documents. No Subsidiary of ADES is required to file any forms, reports or documents with the SEC. As used in this Section 3.26 the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed SEC. (b) ADES is in compliance in all material respects with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any applicable listing and corporate governance rules of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersNasdaq.

SEC Documents. The Seller is obligated under Partnership has made available to Sellers a true and complete copy of each of the Securities Exchange Act Partnership SEC Documents and exhibits to each of 1934the Partnership SEC Documents. The Partnership SEC Documents constitute each registration statement, as amended prospectus (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be other than preliminary prospectuses), and other material report and schedule filed by the Seller at Partnership with the SEC since December 31, 2006 (other than any date subsequent registration statement and related prospectus relating to January 1, 1996, including any employee benefit plan) and include all exhibits thereto or incorporated therein by reference, the material reports and all documents filed by schedules (other than preliminary material) that the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents Partnership was required to be filed under file with the Exchange Act prior to SEC since December 31, 2006. As of their respective dates, the date of this Agreement. All Partnership SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and (ii) did not at the time they were filed (orrules and regulations of the SEC thereunder applicable to such Partnership SEC Documents, if amended or superseded by a filing prior to and none of the date hereof, then on the date of such filing) contain Partnership SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered financial statements of the Partnership included in the Partnership SEC Documents were prepared from the books and records of the Partnership and its subsidiaries, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated 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 is material) the consolidated financial position of the Partnership and its consolidated subsidiaries as of their respective dates and the consolidated results of operations, the consolidated statements of partners’ interests and the consolidated cash flows of the Partnership and its consolidated subsidiaries for the periods presented therein. Notwithstanding the foregoing statements, the Partnership and the Buyer make no representation or made available via ▇▇▇▇▇ warranty and shall have no liability with respect to the Purchasers a correct and complete copy information in, or exhibits to, any current report on Form 8 K of each report which the Seller filed Partnership that has been “furnished” rather than “filed” with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file Company has filed all reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed it under the Exchange Act prior Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement furnished by or on behalf of the Company, the Company's Registration Statement on Form S-3 (File No. 333-56601) declared effective by the Commission on August 13, 1998, and any press releases, copies of which are attached as Exhibit 2.1(k), issued by the Company subsequent to the date Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, the "Disclosure Materials") on a timely basis, or has received a valid extension of this Agreementsuch time of filing. All As of their respective dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act and the Exchange Act and (ii) did not at the time they were filed (orrules and regulations of the Commission promulgated thereunder, if amended or superseded by a filing prior to and none of the date hereofSEC Documents, then on the date of such filing) contain when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to financial statements of the Purchasers Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a correct and complete copy of each report which consistent basis during the Seller filed with the Securities and Exchange Commission (the “SEC” periods involved, except as may be otherwise indicated in such financial statements or the “Commission”) under notes thereto, and fairly present in all material respects the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None financial position of the information about Company as of and for the Seller or any dates thereof and the results of its Subsidiaries which operations and cash flows for the periods then 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 Annual Report on Form 10-K, there has been disclosed to the Purchasers herein no event, occurrence or in the course of discussions and negotiations with respect hereto development that has had a Material Adverse Effect which is not specifically disclosed in any of the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersDisclosure Materials.

SEC Documents. VCAN has filed all reports, schedules, forms, statements and other documents as required by the U.S. Securities and Exchange Commission (the "SEC") and VCAN has delivered or made available to Unprescribed all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "VCAN SEC Documents"). The Seller is obligated under VCAN SEC Documents complied in all material respects with the requirements of the Securities Act of 19933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by "), as the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by referencecase may be, and all documents filed by the Seller under rules and regulations of the Securities Act hereinafter called SEC promulgated thereunder applicable to such VCAN SEC documents, and none of the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All VCAN SEC Documents filed by the Seller (iincluding any and all consolidated financial statements included therein) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date as of such filing) contain date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Unprescribed prior to the date of this Agreement), none of the VCAN SEC Documents contains any untrue statement of a material fact or omits to state any 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 Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy consolidated financial statements of each report which the Seller filed with the Securities and Exchange Commission VCAN included in such VCAN SEC Documents (the “"VCAN 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, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC” or ) applied on a consistent basis during the “Commission”periods involved (except as may be indicated in the notes thereto) under and fairly present the Exchange Act consolidated financial position of VCAN and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for any period ending on or after December 31the periods then ended (subject, 2002 (all such reports filed or required in the case of unaudited quarterly statements, to be filed normal year-end audit adjustments as determined by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”VCAN's independent accountants). None Except as set forth in the VCAN SEC Documents, at the date of the information about most recent audited financial statements of VCAN included in the Seller or VCAN SEC Documents, neither VCAN nor any of its Subsidiaries which subsidiaries had, and since such date neither VCAN nor any of such subsidiaries has been disclosed to the Purchasers herein incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the course of discussions and negotiations aggregate, could reasonably be expected to have a Material Adverse Effect with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersVCAN.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “"SEC Documents”DOCUMENTS"). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this AgreementAct. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “"SEC” " or the “Commission”"COMMISSION") under the Exchange Act for any period ending on or after December 31, 2002 2003 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “"Recent Reports”REPORTS"). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers Purchaser herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersPurchaser.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this AgreementAct. All SEC Documents filed by the Seller as of or for any period beginning on or after January 1, 2004, (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 2005 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”); provided, however, that the Company shall have no obligation to make available periodic reports to the Purchasers under this Section 3.6 to the extent such reports are publicly available. None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers any Purchaser herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersany Purchaser.

SEC Documents. The Seller is obligated As of their respective dates, or, if amended, as of the date of the last such amendment, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed of Parent prepared by the Seller at any date subsequent to Parent since January 1, 1996, in the form (including all exhibits thereto or incorporated therein by referenceand any amendments thereto) filed with the SEC, and all documents filed by (collectively, the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller "Parent Reports") (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act Act, and the rules and regulations thereunder applicable to such Parent Reports and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered Each of the consolidated balance sheets included in or made available via ▇▇▇▇▇ incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the financial position, results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the Purchasers a correct and complete copy of each report normal year-end audit adjustments which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required are not reasonably likely to be filed by material in amount or effect, and the Seller including all exhibits thereto or incorporated therein by referenceabsence of footnotes), in each case in accordance with GAAP consistently applied during the “Recent Reports”)periods involved, except as may be noted therein. None of the information about the Seller or Neither Parent nor any of its Subsidiaries which has been disclosed to any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (a) as set forth in the Purchasers herein Parent Reports, (b) liabilities or obligations reflected on, or reserved against in, a consolidated balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied and included in the Parent Reports, (c) liabilities or obligations incurred in the ordinary course of discussions business which are not reasonably likely to have a Parent Material Adverse Effect and negotiations with respect hereto which is (d) arising under executory contracts not disclosed currently in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersdefault.

SEC Documents. The Seller is obligated Wats▇▇ ▇▇▇ delivered or made available to the Company each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file prepared by it since January 1, 1997, which reports pursuant to Sections 13 or 15(d) thereof (constitute all such reports filed or of the documents required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under Wats▇▇ ▇▇▇h the Securities Act hereinafter called and Exchange Commission ("SEC") since such date, each in the “form (including exhibits and any amendments thereto) filed with the SEC Documents”(collectively, the "Wats▇▇ ▇▇▇orts"). The Seller has As of their respective dates, the Wats▇▇ ▇▇▇orts and any Wats▇▇ ▇▇▇orts filed all reports or other documents required to be filed under after the Exchange Act date hereof and prior to the date of this Agreement. All SEC Documents filed by the Seller Effective Time (ia) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations thereunder; and (iib) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via Wats▇▇▇ ▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller timely filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (SEC all such reports filed or required to be filed by under Sections 13, 14 and 15(d) of the Seller including all exhibits thereto Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Wats▇▇ ▇▇▇luded in or incorporated by reference into the Wats▇▇ ▇▇▇orts (including the related notes and schedules) fairly present in all material respects the consolidated financial position of Wats▇▇ ▇▇▇ its Subsidiaries as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not reasonably expected to be material in amount or effect), and each of the consolidated statements of income, retained earnings and cash flows of Wats▇▇ ▇▇▇luded in or incorporated by reference into the Wats▇▇ ▇▇▇orts (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Wats▇▇ ▇▇▇ its Subsidiaries for the periods set forth therein by reference(subject, in the “Recent Reports”case of unaudited statements, to normal year-end audit adjustments which are not reasonably expected to be material in amount or effect). None The financial statements of Wats▇▇, ▇▇cluding the notes thereto, included in or incorporated by reference into the Wats▇▇ ▇▇▇orts comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the information about SEC with respect thereto, and have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") (except as may be indicated in the Seller or any of its Subsidiaries which notes thereto). Since January 1, 1997, there has been disclosed to the Purchasers herein no material change in Wats▇▇'▇ ▇▇▇ounting methods or principles except as described in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required notes to be so disclosed, and no material non-public information has been disclosed to the Purchaserssuch Wats▇▇ ▇▇▇ancial statements.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934Parent has filed all required registration statements, as amended prospectuses, reports, schedules, forms, statements and other documents (the “Exchange Act”including exhibits and all other information incorporated by reference) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by it with the Seller at any date subsequent to SEC since January 1, 19962007. Parent has made available to the Company, including or the ▇▇▇▇▇ system of the SEC contains in a publicly available format, all exhibits thereto or incorporated therein by referencesuch registration statements, prospectuses, reports, schedules, forms, statements and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents in the form filed with the SEC. All such required to be filed under the Exchange Act prior registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof until the Effective Time) are referred to herein as the “Parent SEC Reports”. As of this Agreement. All their respective dates, the Parent SEC Documents filed by the Seller Reports (i) were prepared in accordance with and complied in all material respects in accordance with the requirements of the U.S. Securities Act, or the U.S. Exchange Act Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or, or if amended or superseded by a filing prior to the date hereof, of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered None of Parent’s Subsidiaries is required to file any forms, reports or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed other documents with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. The Seller is obligated under (a) Since April 1, 2010, the Purchaser has filed with, or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to be filed with or furnished to, as applicable, the SEC by the Purchaser (together with all exhibits and schedules thereto and all information incorporated therein by reference, collectively, the “Purchaser SEC Documents”). As of their respective dates, or if amended, as of the date of the last such amendment, the Purchaser SEC Documents (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act extent then applicable), and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to misleading in any material respect. (b) Each of the Purchasers consolidated financial statements of the Purchaser (including, in each case, any related notes thereto) contained in the Purchaser SEC Documents (i) was prepared in accordance with GAAP applied on a correct consistent basis throughout the periods involved and complete copy (ii) fairly presented in all material respects, as applicable, the consolidated financial position of the Purchaser and its Subsidiaries as of the respective dates thereof and the consolidated results of the Purchaser’s and its Subsidiaries’ operations and cash flows for the periods indicated (except, in the case of each report of sub-clauses (i) and (ii), that the Purchaser’s unaudited interim financial statements were subject to normal year-end and quarter-end adjustments, which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”were not material). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934Coeur has furnished to Asarco each registration statement, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 proxy statement or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996information statement, including all exhibits thereto thereto, prepared by Coeur since December 31, 1995, including, without limitation: (a) its Annual Report on Form 10-K for its fiscal year ended December 31, 1998 (the "Coeur Balance Sheet Date"), which includes the consolidated balance sheet for Coeur as of such date (the "Coeur Balance Sheet") and Coeur's Quarterly Reports on Form 10-Q and Reports on Form 8-K filed since the filing of such Annual Report; and (b) its proxy statement for its annual meeting of stockholders held on May 12, 1998, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the SEC, the items in (a) being the "Coeur Financial Reports". As of their respective dates, the items in (a) and (b) (including, without limitation, any financial statements or schedules included or incorporated therein by referencereference therein, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act and (ii) the respective rules and regulations thereunder and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered 1997 and 1998 consolidated financial statements of Coeur and the Coeur Subsidiaries included in or made available via ▇▇▇▇▇ to incorporated by reference into the Purchasers a correct Coeur Financial Reports (including the related notes and complete copy schedules) present fairly, in all material respects, the consolidated financial position of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after Coeur at December 31, 2002 (all 1997 and 1998, and the consolidated results of operations and cash flows for such reports filed or required to be filed by fiscal years in conformity with GAAP. Since the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which Coeur Balance Sheet Date there has been disclosed (x) no material adverse change in the Condition of Coeur and the Coeur Subsidiaries, taken as a whole, and (y) no change in the Condition of Coeur or the Coeur Subsidiaries except in the ordinary course of business, and, to the Purchasers herein best knowledge of Coeur, no fact or condition exists or is contemplated or threatened which is reasonably likely to cause such a change in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersfuture.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”a) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to On the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance Offer is commenced, Parent and Purchaser shall file with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed with the United States Securities and Exchange Commission (the “"SEC” or the “Commission”") under a Tender Offer Statement on Schedule 14D-1 in accordance with the Exchange Act for with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any period ending amendments and supplements thereto, the "Offer Documents"). Concurrently with the filing of the Schedule 14D-1 by Parent and Purchaser, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (v) of Section 1.2(a) hereof (subject to the right of the Board of Directors of the Company to modify or after December 31withdraw such recommendation in accordance with Section 5.5), 2002 (all such reports filed or and the Company shall also file therewith the information required to be filed by distributed to the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None stockholders of the information about Company pursuant to Section 14(f) of the Seller or any of its Subsidiaries which has been disclosed Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Purchasers herein or in Company's Board of Directors pursuant to Section 1.4 hereof; provided that the course of discussions and negotiations with respect hereto which is not disclosed in Parent shall have provided to the Recent Reports is or was Company on a timely basis all information required to be so disclosedincluded therein with respect to such designees. (b) Parent and Purchaser will take all steps necessary to ensure that the Offer Documents, and no material non-public the Company will take all steps necessary to ensure that the Schedule 14D-9 and the information has been disclosed required to be distributed to the Purchasersstockholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Company's Board of Directors pursuant to Section 1.4 hereof, will comply in all material respects with the provisions of applicable Federal and state securities Laws. Each of Parent and Purchaser will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9 and the information required to be distributed to the stockholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Company's Board of Directors pursuant to Section 1.4 hereof, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws and Parent or Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and each of Parent and Purchaser will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company and the Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-1 and the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Purchaser agrees to provide the Company and its counsel with copies of any written comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. The Seller is obligated under VDAT Financial Statements. (a) VDAT has filed with the Securities and Exchange Act of 1934, as amended Commission (the “Exchange Act”"SEC") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Securities Act and the Exchange Act prior to since the effective date of this Agreementits initial public offering (the "VDAT SEC Documents"). All As of their respective dates, the VDAT SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Securities Act and (ii) did not at the time they were filed (orExchange Act, if amended or superseded by a filing prior to as the date hereofcase may be, then on and none of the date of such filing) contain VDAT SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy . (b) As of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by referencetheir respective dates, the “Recent Reports”). None financial statements of VDAT included in the information about VDAT SEC Documents were prepared in accordance with GAAP applied on a consistent basis during the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein periods involved (except as may be indicated therein or in the course notes thereto) and present fairly the consolidated financial position of discussions VDAT as at the dates thereof and negotiations with respect hereto which is not disclosed the consolidated results of its operations and statements of cash-flows for the periods then ended (subject, in the Recent Reports is case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). VDAT's balance sheet included in its Form 10-QSB for the quarter ended June 30, 2001, shall be referred to as the "VDAT Interim Balance Sheet." (c) VDAT has no liability or was required obligation of any kind (whether contingent or otherwise and whether due or to be so disclosedbecome due) except (i) as set forth on Schedule 3.5, and no material non-public information has been disclosed to (ii) as set forth on the Purchasers.VDAT Interim Balance Sheet, or (iii) as incurred in the

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”a) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to On the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance Offer is commenced, Parent and Purchaser shall file with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed with the United States Securities and Exchange Commission (the “"SEC” or the “Commission”") under a Tender Offer Statement on Schedule 14D-1 in accordance with the Exchange Act for with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any period ending amendments and supplements thereto, the "Offer Documents"). Concurrently with the filing of the Schedule 14D-1 by Parent and Purchaser, the Company shall file with the SEC a Solicitation/Recommendation Statement on or after December 31Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, 2002 the "Schedule 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (all such reports filed or v) of Section 1.2(a) hereof, and the Company shall also file therewith the information required to be filed by distributed to the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None stockholders of the information about Company pursuant to Section 14(f) of the Seller or any of its Subsidiaries which has been disclosed Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Purchasers herein or in Company's Board of Directors pursuant to Section 1.4 hereof (b) Parent and Purchaser will take all steps necessary to ensure that the course of discussions Offer Documents, and negotiations with respect hereto which is not disclosed in the Recent Reports is or was Company will take all steps necessary to ensure that the Schedule 14D-9 and the information required to be so discloseddistributed to the stockholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Company's Board of Directors pursuant to Section 1.4 hereof, will comply in all material respects with the provisions of applicable Federal and state securities Laws. Each of Parent and Purchaser will take all steps necessary to cause the Offer Documents, and no material non-public the Company will take all steps necessary to cause the Schedule 14D-9 and the information has been disclosed required to be distributed to the Purchasersstockholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Company's Board of Directors pursuant to Section 1.4 hereof, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws and Parent or Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Purchaser will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable Federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Purchaser agrees to provide the Company and its counsel with copies of any written comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934Except as disclosed in Schedule 3.6, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1since December 31, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Company has timely filed all reports or reports, schedules, forms, statements and other documents required to be filed under by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act prior of 1934 (the "Exchange Act") (all of the foregoing filed after December 31, 1995 and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to herein as the date "SEC Documents"). The Company has delivered to Purchaser true and complete copies of this Agreementthe Furnished SEC Documents, except for exhibits, schedules and incorporated documents. All Each of the SEC Documents as originally filed by the Seller (i) were prepared or as amended complied in all material respects in accordance with the requirements of the Exchange Act its respective report or form and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) filing contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or were necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct , and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None as of the information about the Seller date hereof, there is no fact or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is facts not disclosed in the Recent Reports is SEC Documents which relates specifically to the Company which individually or was required to be so disclosedthe aggregate, may have a Material Adverse Effect. The consolidated financial statements of the Company (including any related schedules or notes thereto) included in the SEC Documents were prepared in accordance with generally accepted accounting principles, consistently applied, and no material non-public information has been disclosed the applicable rules and regulations of the SEC during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the Purchasersextent they do not include footnotes or are condensed or summary statements) and present accurately and completely, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, year-end audit adjustments). To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “"SEC Documents”"). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this AgreementAct. All SEC Documents filed by the Seller as of or for any period beginning on or after January 1, 2003, (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers Purchaser a correct and complete copy of each report (including, without limitation, the 2005 Proxy Statement) which the Seller filed with the Securities and Exchange Commission (the “"SEC” " or the “"Commission”") under the Exchange Act for any period ending on or after December 31, 2002 2003 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “"Recent Reports”)") to the extent not available via ED▇▇▇. None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. The Seller Financial Statements. Acquiror has made available to Target or its counsel through EDGA▇ ▇ ▇rue and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filing filed with the SEC by Acquiror using EDGA▇ ▇▇▇ce July 1, 1998, and, prior to the Effective Time, Acquiror will have made available to Target or its counsel through EDGA▇ ▇▇▇e and complete copies of any additional documents filed with the SEC by Acquiror using EDGA▇ ▇▇▇or to the Effective Time (collectively, the "Acquiror SEC Documents"). In addition, Acquiror has made available to Target all exhibits to the Acquiror SEC Documents filed prior to the date hereof which are (i) requested by Target and (ii) are not available in complete form through EDGA▇ ("▇equested Confidential Exhibits") and will promptly make available to Target all Requested Confidential Exhibits to any additional Acquiror SEC Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the Target SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect except those which have expired in accordance with their terms, and neither Acquiror nor any of its subsidiaries is obligated under in default thereunder. As of their respective filing dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called and none of the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All Acquiror SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document prior to the date hereof. The Seller financial statements of Acquiror, including the notes thereto, included in the Acquiror SEC Documents (the "Acquiror 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 as of their respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Qs, as permitted by Form 10-Q of the SEC). The Acquiror Financial Statements fairly present the consolidated financial condition and operating results of Acquiror and its subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments). There has previously delivered or made available via ▇▇▇▇▇ been no change in Acquiror accounting policies except as described in the notes to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersAcquiror Financial Statements.

SEC Documents. The Seller (a) On the date the Offer is obligated under commenced, Company shall file with SEC (i) a registration statement on Form S-4 containing a preliminary prospectus ("REGISTRATION STATEMENT") (ii) a Tender Offer Statement on Schedule TO in accordance with the Securities Exchange Act of 1934with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”"SCHEDULE TO"). The Seller has filed all reports Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and certain other ancillary documents (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). Promptly after, or other documents required to be filed under concurrently with, the filing of the Schedule TO by Company, Zengine shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act prior (together with all amendments and Agreement and Plan of Reorganization Page 4 supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof. (b) Company will take all steps necessary to ensure that the date of this Agreement. All SEC Documents filed by registration statement and the Seller (i) were prepared Offer Documents, and Zengine will take all steps necessary to ensure that the Schedule 14D-9, will comply in all material respects in accordance with the requirements provisions of applicable Federal and state securities Laws. The information provided and to be provided by Company or Zengine for use in the Exchange Act registration statement, Schedule TO, the Offer Documents and (ii) did not at the time they were filed (orSchedule 14D-9 shall not, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) first filed with the SEC or first published, sent or provided to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ Each of Company will take all steps necessary to cause the Purchasers a correct registration statement and complete copy of each report which the Seller Offer Documents, and Zengine will take all steps necessary to cause the Schedule 14D-9, to be filed with the Securities SEC and Exchange Commission (to be disseminated to holders of the “SEC” or Shares, in each case as and to the “Commission”) under extent required by applicable Federal and state securities Laws. Each of Company, on the Exchange Act one hand, and Zengine, on the other hand, will promptly correct any information provided by it for use in the registration statement and the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any period ending on or after December 31material respect and Company will take all steps necessary to cause the registration statement and the Offer Documents, 2002 (and Zengine will take all such reports filed or required steps necessary to cause the Schedule 14D-9, as so corrected to be filed by with the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None SEC and to be disseminated to holders of the information about the Seller or any of its Subsidiaries which has been disclosed Shares, in each case as and to the Purchasers herein extent required by applicable Federal and state securities Laws. Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or in dissemination to stockholders of Zengine. Zengine agrees to provide Company and its counsel with copies of any written comments that Zengine or its counsel may receive from the course of discussions and negotiations SEC or its staff with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersSchedule 14D-9 promptly after the receipt of such comments and Company agrees to provide Zengine and its counsel with copies of any written comments that Company or their counsel may receive from the SEC or its staff with respect to the registration statement or the Offer Documents promptly after the receipt of such comments.

SEC Documents. The Seller is obligated under (i) W. ▇. ▇▇▇▇▇ has made available to CPA18 (by public filing with the Securities Exchange Act SEC or otherwise) a true and complete copy of 1934each report, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be schedule, registration statement and definitive proxy statement filed by W. ▇. ▇▇▇▇▇ with the Seller at any date subsequent to SEC since January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by 2019 (the Seller under the Securities Act hereinafter called the “"W. ▇. ▇▇▇▇▇ SEC Documents”"). The Seller has filed , which are all reports or other of the documents required to be have been filed under by W. ▇. ▇▇▇▇▇ with the Exchange Act prior to SEC since that date. As of their respective dates, the date of this AgreementW. ▇. All ▇▇▇▇▇ SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior rules and regulations of the SEC thereunder applicable to such W. ▇. ▇▇▇▇▇ SEC Documents and none of the date hereof, then on the date of such filing) contain W. ▇. ▇▇▇▇▇ SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later W. ▇. The Seller has previously delivered or made available via ▇▇▇▇▇ SEC Documents filed and publicly available prior to the Purchasers a correct date of this Agreement. W. ▇. ▇▇▇▇▇ does not have any outstanding and complete copy unresolved comments from the SEC with respect to the W. ▇. ▇▇▇▇▇ SEC Documents. The consolidated financial statements of each report which W. ▇. ▇▇▇▇▇ and W. ▇. ▇▇▇▇▇ Subsidiaries, included in the Seller filed W. ▇. ▇▇▇▇▇ SEC Documents complied as to form in all material respects with the Securities applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Commission Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the “case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of W. ▇. ▇▇▇▇▇ and the W. ▇. ▇▇▇▇▇ Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of W. ▇. ▇▇▇▇▇ and the W. ▇. ▇▇▇▇▇ Subsidiaries for the periods presented therein, in each case, except to the extent such financial statements have been modified or superseded by later W. ▇. ▇▇▇▇▇ SEC Documents filed and publicly available prior to the date of this Agreement. No W. ▇. ▇▇▇▇▇ Subsidiary is required to make any filing with the SEC” . (ii) W. ▇. ▇▇▇▇▇ maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management's general or specific authorizations, (B) access to assets is permitted only in accordance with management's general or specific authorization and (C) the “Commission”recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (iii) W. ▇. ▇▇▇▇▇'▇ "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (A) all information (both financial and non-financial) required to be disclosed by W. ▇. ▇▇▇▇▇ in the reports that it files or submits under the Exchange Act for any period ending on or after is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (B) all such information is accumulated and communicated to W. ▇. ▇▇▇▇▇'▇ management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of W. ▇. ▇▇▇▇▇ required under the Exchange Act with respect to such reports. (iv) Since December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference2021, W. ▇. ▇▇▇▇▇ has not received any notification of a "material weakness" in W. ▇. ▇▇▇▇▇'▇ internal controls. For purposes of this Agreement, the “Recent Reports”). None term "material weakness" shall have the meaning assigned to it in Release 2004-001 of the information about Public Company Accounting Oversight Board, as in effect on the Seller or any date of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersthis Agreement.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”1) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Parent has filed all reports or forms, reports, exhibits and other documents required to be filed under with the Exchange Act SEC since it first became a reporting company (“Initial Reporting Date”) and has made available to Company, except to the extent available in full without redaction on the SEC website through ▇▇▇▇▇ two days prior to the date of this Agreement, (i) its Quarterly Reports on Form 10-QSB for the periods ended June 30, 2004, September 30, 2004, December 31, 2004 and its Annual Report on Form 10-KSB for the period ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) all proxy statements relating to Parent’s meetings of stockholders (whether annual or special) held since the Initial Reporting Date, (iii) all other reports or registration statements (other than reports on Forms 3, 4 or 5 filed on behalf of affiliates of Parent) filed by Parent with the SEC since the Initial Reporting Date, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC (collectively, the “Parent SEC Documents”). All The Parent SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Securities Act, or the Securities Exchange Act Act, and the SEC rules thereunder, as the case may be, and (ii) did not at the time they were filed (or, or if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller No Subsidiary of Parent is required to file any forms, reports or other documents with the SEC. (2) As needed, Parent has previously delivered established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Securities Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including any consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and, except as may be disclosed in reports filed by Parent with the SEC after the date of this Agreement in accordance with applicable SEC requirements with respect to disclosure controls and procedures maintained by Parent after the date hereof (it being understood that any such disclosure in such reports shall not have the effect of modifying the representation set forth in this sentence, to the extent this representation relates to the period prior to the date hereof), such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Parent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to Parent’s auditors and the audit committee of the Board of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has provided to Company a correct and complete summary of any such disclosure made available via by management of Parent to Parent’s auditors and audit committee since the Initial Reporting Date. With respect to each Annual Report on Form 10-KSB, each Quarterly Report on Form 10-QSB and each amendment of any such report included in Parent SEC Documents filed since the Initial Reporting Date, the principal executive officer and the principal financial officer of Parent have made (or, in the case of the 2005 Form 10-KSB, will make at the time of filing thereof) all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any related rules and regulations promulgated by the SEC, and the statements contained in such certifications are complete and correct. (3) Parent is in compliance in all material respects with the provisions of Section 13(b) of the Securities Exchange Act. Neither Parent nor any of its Subsidiaries nor, to the Purchasers a correct and complete copy knowledge of each report which the Seller filed with the Securities and Exchange Commission Parent, any director, officer, agent, employee or other person acting on behalf of Parent or any of its Subsidiaries, has (the “SEC” i) used any corporate or the “Commission”) under other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. Except as set forth in the filed Parent SEC Documents or for any period ending on events (or after December series of related matters) as to which the amounts involved do not exceed $60,000, between March 31, 2002 (all such reports filed or 2004 and the date of this Agreement, no event has occurred that would be required to be filed reported pursuant to Item 404 of Regulation S-B promulgated by the Seller including all exhibits thereto SEC. (4) Since March 31, 2005 (x) neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any director, officer, employee, auditor, accountant or incorporated therein by reference, the “Recent Reports”). None representative of the information about the Seller Parent or any of its Subsidiaries which has been disclosed received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Purchasers herein Board of Directors of Parent or in the course any committee thereof or to any director or officer of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersParent.

SEC Documents. The Seller is obligated under Buyer has provided to BM and BMM a true and complete ------------- copy of Buyer's Registration Statement No. 333-34481 on Form S-1 and related Prospectus filed by Buyer with the SEC (the "Buyer's SEC Documents"). Buyer has made all necessary filings with the Securities and Exchange Act of 1934, as amended Commission (the “Exchange Act”"SEC") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1it, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All Buyer's SEC Documents filed by the Seller (i) were prepared comply or will comply in all material respects in accordance with the requirements of the Exchange Act or the Securities Act, and (ii) did not at the time they were filed (or, if amended none of Buyer's SEC Documents contain or superseded by a filing prior to the date hereof, then on the date of such filing) will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ , except to the Purchasers extent material statements in any of the foregoing are modified or superseded in accordance with applicable rules and regulations of the SEC by a correct subsequently filed Buyer's SEC Document delivered to BM and complete copy BMM prior to the date of each report which the Seller this Agreement. Buyer has timely filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto it under Sections 13, 14 or incorporated therein by reference, the “Recent Reports”). None 15(d) of the information about the Seller Securities Exchange Act of 1934. The authorized capital stock of Buyer is as set forth in Buyer's SEC Documents. Except as described therein, there are no outstanding options, warrants, or other rights to purchase or otherwise receive from Buyer any shares of its Subsidiaries capital stock or other securities of Buyer except for options or rights granted under employee or director stock plans, there is no outstanding security of any kind convertible into or exchangeable for such capital stock, and there is no voting trust, acquisition agreement or other agreement or understanding to which has been disclosed Buyer, or, to Buyer's Knowledge, any Affiliate of Buyer, is a party or is bound with respect to the Purchasers herein or in the course capital stock of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersBuyer.

SEC Documents. The Seller is obligated under ONSS has made (and, with respect to such documents filed after the Securities Exchange Act date hereof through the Closing Date, will make) available to USXX a true and complete copy of 1934each report, as amended schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by ONSS with the SEC since June 30, 2000 through the Closing Date in substantially the form filed with the SEC (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by "ONSS SEC Documents"). As of their respective dates, the Seller at any date subsequent to January 1, 1996ONSS SEC Documents, including all exhibits thereto without limitation any financial statements or incorporated therein by referenceschedules included therein, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”complied (or will comply when filed). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared , in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and (ii) the rules and regulations of the SEC thereunder applicable to such ONSS SEC Documents, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filingwill not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to audited financial statements and unaudited interim financial statements of ONSS included in the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission ONSS SEC Documents (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by referencecollectively, the “Recent Reports”). None of the information about the Seller "ONSS Financial Statements") were (or any of its Subsidiaries which has been disclosed to the Purchasers herein will be when filed) prepared in accordance with GAAP (except as may be indicated therein or in the course of discussions notes thereto and negotiations except with respect hereto which is not disclosed to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial position of ONSS, as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the Recent Reports is or was required case of unaudited interim financial statements, to be so disclosednormal, and no recurring adjustments which are not material non-public information has been disclosed to in the Purchasersaggregate.

SEC Documents. The Seller is obligated under Borrower has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission (the "SEC") since January 1, 2001 (the "Borrower SEC Documents"). Except to the extent that information contained in any Borrower SEC Documents has been revised or superseded by a later filed Borrower SEC Document: (i) as of their respective dates, the Borrower SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Act") or the Securities Exchange Act of 1934, as amended (the “Exchange "1934 Act”") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by as the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by referencecase may be, and all documents filed by the Seller under rules and regulations of the Securities Act hereinafter called SEC promulgated thereunder applicable to the “Borrower SEC Documents”). The Seller has filed all reports or other documents required to be filed under , and none of the Exchange Act prior to the date of this Agreement. All Borrower SEC Documents when filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; (ii) none of the Borrower SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ ; and (iii) the financial statements of the Borrower included in the Borrower SEC Documents comply as to the Purchasers a correct and complete copy form, as of each report which the Seller filed their respective dates of filing with the Securities SEC, in all material respects with applicable accounting requirements and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None published rules and regulations of the information about the Seller or any of its Subsidiaries which has SEC with respect thereto, have been disclosed to the Purchasers herein or prepared in accordance with generally accepted accounting principles (except, in the course case of discussions and negotiations with respect hereto which is not disclosed 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 Recent Reports is or was required notes thereto) and fairly present in all material respects the consolidated financial position of the Borrower 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 unaudited statements, to be so disclosed, and no material nonnormal recurring year-public information has been disclosed to the Purchasersend audit adjustments).

SEC Documents. The Seller Parent is obligated under subject to the Securities Exchange Act requirements of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 Section 12 or 15(d) thereof of the Exchange Act and, except as set forth in Section 3.6 of the Parent Disclosure Schedule, has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all such reports filed or other information incorporated by reference) required to be filed by it with the Seller at any date subsequent to January 1, 1996SEC, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under pursuant to Section 13, 14 or 15(d) of the Exchange Act prior since Parent became subject to the reporting requirements thereof. Parent has made available to the Company or the Company may obtain from the ▇▇▇▇▇ database of the SEC, all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof until the Effective Time) are referred to herein as the “Parent SEC Reports.” As of this Agreement. All their respective dates, the Parent SEC Documents filed by the Seller Reports (i) were or, if filed subsequent to the date hereof, will be, prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act, or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not or, if filed subsequent to the date hereof, will not, at the time they were or will be filed (or, or if amended or superseded by a filing prior to the date hereof, Signing Date then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ , except to the Purchasers extent corrected by a correct and complete copy of each report which the Seller subsequently filed Parent SEC Report that has been filed with the Securities and Exchange Commission (SEC prior to the “SEC” Signing Date or the “Commission”Closing, as applicable. Except for MedQuist Inc., none of Parent’s subsidiaries is required to file any forms, reports or other documents with the SEC. The Parent Common Stock is registered under Section 12(b) under of the Exchange Act for any period ending on or after December 31, 2002 Act. Shares of Parent Common Stock are (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course case of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required shares of Parent Common Stock that constitute Equity Consideration, will be as of the Closing), eligible to be so disclosed, and no material non-public information has been disclosed to traded on the PurchasersGlobal Market of NASDAQ.

SEC Documents. The Seller is obligated under (a) Parent has filed with or furnished to the Securities Exchange Act of 1934SEC all reports, as amended schedules, forms, statements, registration statements, prospectuses and other documents (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (including all such reports filed or exhibits and financial statements required to be filed or furnished therewith and any other document or information required to be incorporated therein) required by the Seller at any date subsequent Securities Act or the Exchange Act to be filed or furnished by Parent with the SEC since January 1, 19962023 (collectively, including all exhibits thereto or incorporated therein by reference, and all together with any documents filed with or furnished to the SEC during such period by Parent to the Seller under the Securities Act hereinafter called SEC on a voluntary basis, the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date As of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (its respective date, or, if amended or superseded by a filing prior to the date hereof, then on as of the date of the last such filingamendment, each SEC Document complied when filed or furnished (or, if applicable, when amended) contain in all material respects with the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and none of the SEC Documents when filed or furnished (or, in the case of a registration statement filed under the Securities Act, at the time it was declared effective or subsequently amended) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered No Subsidiary of Parent is required to file any forms, reports or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed documents with the Securities SEC. (b) The consolidated financial statements of Parent and Exchange Commission its Subsidiaries included in the SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Parent’s accountants with respect thereto (the “SEC” or the “CommissionSEC Financial Statements”) (i) have been prepared from the books and records of Parent and its Subsidiaries, which have been maintained in accordance with GAAP, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim financial statements, as may be permitted by Form 10-Q and Regulation S-X under the Exchange Securities Act) and (iii) present fairly, in all material respects, Parent’s, and its Subsidiaries’, consolidated financial position as at the respective dates thereof and Parent’s, and its Subsidiaries’, consolidated results of operations and, where included, consolidated stockholders’ equity and consolidated cash flows for the respective periods indicated, in each case, in conformity with GAAP (except as may be indicated in the notes thereto and except, in the case of the unaudited interim financial statements, (1) as may be permitted by Form 10-Q and Regulation S-X under the Securities Act for and (2) normal year-end adjustments (none of which are material to Parent and its Subsidiaries, taken as a whole)). Except as permitted by GAAP and disclosed in the SEC Documents, between January 1, 2023 and the date hereof, Parent has not made or adopted any period ending on material change in its accounting methods, practices or after December 31policies. Except - 70 - as have been described in the SEC Documents, 2002 (all such reports filed there are no unconsolidated Subsidiaries of Parent or any off-balance sheet arrangements of the type required to be filed disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersSEC.

SEC Documents. The Seller is obligated under A complete list of filings by MDI with the United States Securities and Exchange Act of 1934Commission ("SEC") filings and each (A) registration statement, as amended (B) annual report on Form 10-K, (C) quarterly report on Form 10-Q, (D) current report on Form 8-K, (E) proxy statement or information statement, and (F) other reports filed with the “Exchange Act”) to file reports SEC pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act or the Securities Act (in all such cases, including all exhibits, amendments and supplements thereto), prepared by MDI or any of the MDI Subsidiaries or relating to properties of MDI or the MDI Subsidiaries since January 1, 1994, is set forth in Section 5.7 of the MDI Disclosure Letter, and copies of such documents, in the form (including exhibits and any amendments thereto) filed with the SEC, have previously been provided or made available to ▇▇▇▇▇▇▇ or its counsel (collectively, the "MDI Reports"). The MDI Reports were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by MDI under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws") since January 1, 1994. As of their respective dates, the MDI Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered Each of the consolidated balance sheets of MDI included in or made available via ▇▇▇▇▇ incorporated by reference into the MDI Reports (including the related notes and schedules) fairly presents the consolidated financial position of MDI and the MDI Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of MDI included in or incorporated by reference into the MDI Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of MDI and the MDI Subsidiaries 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 consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC. Except as and to the Purchasers a correct extent set forth on the consolidated balance sheet of MDI and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after MDI Subsidiaries at December 31, 2002 1997, including all notes thereto, neither MDI nor any of the MDI Subsidiaries has any material liabilities or obligations of any nature (all such reports filed whether accrued, absolute, contingent or otherwise) that would be required to be filed by the Seller including all exhibits thereto reflected on, or incorporated therein by referencereserved against in, the “Recent Reports”). None a balance sheet of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein MDI or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of discussions business since such date and negotiations liabilities for expenses of attorneys, accountants and investment bankers incurred in connection with respect hereto which the Merger. MDI represents and warrants that, as of the date hereof, it is not disclosed in eligible under the Recent Reports is or was required regulations promulgated under the Securities Act to be so disclosed, and no material non-public information has been disclosed to register the Purchasersprimary issuance of its securities on Form S-3.

SEC Documents. The Seller is obligated under Except as set forth on Schedule 2.5, the Company has ------------- filed with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January since September 1, 19961997 (collectively, and in each case including all exhibits and schedules thereto or and documents incorporated therein by referencereference therein, and all documents filed by the Seller under the Securities Act hereinafter called the “"SEC Documents”"). The Seller has filed all reports or other documents required to be filed under As of their respective dates, the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents. As of their respective dates, (iii) did not at none of the time they were SEC Documents (including any and all financial statements included therein) filed (or, if amended or superseded by a filing prior pursuant to the date hereof, then on the date of such filing) contain Securities Act or any rule or regulation thereunder contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) none of the SEC Documents (including any and all financial statements included therein) filed pursuant to the Exchange Act or any rule or regulation thereunder 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. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents (including any and all financial statements included therein) contains any untrue statement of a material fact or omits 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 Seller has previously delivered or made available via ▇▇▇▇▇ to consolidated financial statements of the Purchasers a correct and complete copy of each report which the Seller Company included in all SEC Documents filed with the Securities and Exchange Commission since September 1, 1997 (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, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC” or ), applied on a consistent basis during the “Commission”) under periods involved (except as may be indicated in the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”notes thereto). None The SEC Financial Statements fairly present the consolidated financial position of the information about Company as of the Seller or any dates thereof and the consolidated results of its Subsidiaries which has been disclosed to operations and cash flows for the Purchasers herein or periods then ended (subject, in the course case of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required unaudited quarterly statements, to be so disclosed, and no material non-public information has been disclosed to the Purchasersnormal recurring audit adjustments).

SEC Documents. The Seller is obligated under Common Shares are registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (and the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Corporation has filed all reports or reports, schedules, forms, statements and other documents required to be filed under by it with the U.S. Securities and Exchange Act prior Commission (the "SEC") during the twelve months preceding the Closing Date pursuant to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the reporting requirements of the Exchange Act Act, in each case, as amended, supplemented and/or restated (all of which, including any filings incorporated by reference thereto, collectively the "SEC Documents"). The Corporation has made available true and complete copies of the SEC Documents (iiexcept for exhibits and incorporated documents) did not at to the Purchaser. As of the time they were each was filed (or, or if amended or superseded by a filing prior to before the date hereof, then on the date of such filing) contain ), the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered financial statements of the Corporation included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or made available via ▇▇▇▇▇ other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the Purchasers a correct extent they may not include footnotes or may be condensed or summary statements) and complete copy of each report which fairly present in all material respects the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None financial position of the information about Corporation as of the Seller or any dates thereof and the results of its Subsidiaries which has been disclosed to operations and cash flows for the Purchasers herein or periods then ended (subject, in the course case of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required unaudited statements, to be so disclosed, and no material nonnormal year-public information has been disclosed to the Purchasersend audit adjustments).

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934Since June 30, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller 1998 Paradise has filed all reports or reports, schedules, forms, statements and other documents required to be filed under by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act prior to of 1934 (the "Exchange Act") (all of the foregoing filed before the date of this Agreementhereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). All SEC Documents filed by the Seller Paradise (i) were prepared has delivered or made available to the Stockholders true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects in accordance with the requirements of the Exchange Act and (ii) did not the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed (orwith the SEC, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered As of their respective dates, the financial statements of Paradise included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP, consistently applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or made available via ▇▇▇▇▇ the notes thereto, or (ii) in the case of unaudited interim statements, to the Purchasers a correct extent they may exclude footnotes or may be condensed or summary statements) and complete copy fairly present in all material respects the financial position of each report which Paradise as of the Seller filed with dates thereof and the Securities results of its operations and Exchange Commission cash flows for the periods then ended (subject, in the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31case of unaudited statements, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”normal year-end audit adjustments). None No other information provided by or on behalf of Paradise to the Company or Stockholders contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the information about the Seller circumstances under which they are or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is were made, not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersmisleading.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934Acquiror has filed all reports, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or schedules, forms, registration statements, definitive proxy statements, information statements and other filings required to be filed by it with the Seller at any date subsequent to January 1SEC since February 16, 19962000 (including the Acquiror Post-Signing SEC Documents (as defined in Section 6.09), including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “"Acquiror SEC Documents”"). The Seller has filed all reports or other documents required to be filed under As of their respective dates, the Exchange Act prior to the date of this Agreement. All Acquiror SEC Documents filed by complied or, in the Seller (i) were prepared case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and (ii) did not at none of the time they were filed (Acquiror SEC Documents contained or, if amended or superseded by a filing prior to in the date hereofcase of the Acquiror Post-Signing SEC Documents, then on the date of such filing) contain will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to consolidated financial statements of Acquiror included in the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission Acquiror SEC Documents (the “"Acquiror Financial Statements") comply or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Acquiror Post-Signing SEC Documents, will have been prepared in accordance with GAAP (except, in the case of unaudited statements, for the lack of normal year-end adjustments, the absence of footnotes and as permitted by Form 10-Q of the SEC” ) applied on a consistent basis during the periods subject thereto (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial position of Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments and the absence of footnotes). Except as disclosed in the Acquiror SEC Documents, as required by GAAP or the “Commission”) under the Exchange Act for as required by any period ending on or after Governmental Entity, Acquiror has not, since December 31, 2002 (all such reports filed 1999, made any change in accounting practices or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or policies applied in the course preparation of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersfinancial statements.

SEC Documents. The Seller is obligated under PGS has filed with the Securities Exchange Act of 1934SEC all documents required to be so filed by it since January 1, as amended (the “Exchange Act”) to file reports 2001, pursuant to Sections 13 or 13(a) and 15(d) thereof of the Exchange Act, and PGS has made available to Veritas each registration statement and report it has so filed with the SEC, each in the form (including exhibits, documents incorporated by reference and any amendments thereto) filed with the SEC, and PGS has filed with the OSE all such reports filed or documents required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller PGS under the Securities Trading Act hereinafter called or the “SEC Documents”Norwegian Exchange Act (collectively, the "PGS Reports"). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date As of this Agreement. All SEC Documents filed by the Seller its date, each PGS Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, the Securities Trading Act or the Norwegian Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered misleading except for such statements, if any, as have been modified by subsequent filings with the SEC or made available via ▇▇▇▇▇ OSE prior to the Purchasers a correct and complete copy date hereof. Each of each report which the Seller consolidated balance sheets included in or incorporated by reference into the PGS Reports filed with in the U.S. under the Securities and Exchange Commission (the “SEC” Act or the “Commission”) under the Exchange Act (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of PGS and its Subsidiaries as of its date and each of the consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into the PGS Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of PGS and its Subsidiaries for any period ending on or after December 31the periods set forth therein (subject, 2002 in the case of unaudited statements, to (all x) such reports filed or required to exceptions as may be filed permitted by the Seller rules and regulations of the SEC and (y) normal year-end audit adjustments), in each case in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as reflected in such financial statements, including all exhibits thereto notes thereto, and except for liabilities incurred in connection with this Agreement or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or transactions contemplated hereby neither PGS nor any of its Subsidiaries which has been disclosed any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to the Purchasers herein be reflected on, or reserved against in, a balance sheet of PGS or in the notes thereto prepared in accordance with U.S. generally accepted accounting principles consistently applied, other than (i) liabilities and obligations arising in the ordinary course of discussions business since the date of such financial statements and negotiations with respect hereto (ii) liabilities or obligations which is would not disclosed have, individually or in the Recent aggregate, a PGS Material Adverse Effect. Each consolidated balance sheet of PGS included or incorporated by reference into the PGS Reports is or was required to be so disclosed, and no material non-public information has been disclosed does not reflect a deferred tax liability for unremitted earnings of PGS' Subsidiaries (other than Hara Skip A/S) which are subject to the PurchasersNorwegian Shipping Tax Provisions because such unremitted earnings are properly treated as permanently reinvested in accordance with U.S. APB 23 requirements for reporting of deferred taxes under U.S. SFAS 109.

SEC Documents. (i) The Seller is obligated under Company has filed with the Securities Exchange Act of 1934SEC, as amended (the “Exchange Act”) and has heretofore made available to file reports pursuant to Sections 13 or 15(d) thereof (Parent, true and complete copies of, all such reports filed or reports, schedules, forms, statements and other documents required to be filed with the SEC by the Seller at any date subsequent to Company since January 1, 1996, including 2001 (together with all exhibits thereto or information incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports No subsidiary of the Company is required to file any report, schedule, form, statement or other documents required to be filed under document with the Exchange Act prior to SEC. As of their respective dates, each of the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated thereunder (ii) did not “SOX”), in each case, applicable to such SEC Documents as of their respective dates, and none of the SEC Documents at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed SEC Document, none of the Filed SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ financial statements (including the related notes) of the Company included in the SEC Documents comply as to the Purchasers a correct and complete copy of each report which the Seller filed form in all material respects with the Securities applicable accounting requirements and Exchange Commission the published rules and regulations of the SEC with respect thereto, 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 Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are expected to be material). Except (x) as set forth or fully reserved against in the financial statements as of and for the period ended September 30, 2004 included in the Filed SEC Documents (the “SEC” Baseline Financials”), (y) incurred since the date of the Baseline Financials and prior to the date hereof in the ordinary course of business consistent with past practice or in connection with the “Commission”transactions contemplated by this Agreement or (z) incurred after the date hereof in accordance with the terms of this Agreement, the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate are, or are reasonably likely to become, material to the Company and its subsidiaries, taken as a whole. (ii) Each of the Company and its senior financial officers has consulted with the Company’s independent auditors and with the Company’s outside counsel with respect to, and (to the extent applicable to the Company) is familiar in all material respects with, the requirements of SOX as in existence on the date hereof. The Company is, and has been, in compliance in all material respects with the provisions of SOX applicable to it. (iii) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act for and Sections 302 and 906 of SOX with respect to the SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date hereof. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any period ending of its subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or after December 31limited purpose entity or person, 2002 on the other hand or any “off-balance sheet arrangements” (all as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such reports filed Contract is to avoid disclosure of any material transaction involving, or required to be filed by the Seller including all exhibits thereto or incorporated therein by referencematerial liabilities of, the “Recent Reports”). None of the information about the Seller Company or any of its Subsidiaries which has been disclosed to the Purchasers herein or subsidiaries in the course Company’s or such subsidiary’s published financial statements or other SEC Documents. (v) The books, records and accounts of discussions the Company, all of which have been made available to Parent upon Parent’s request, are complete and negotiations correct in all material respects. (vi) The Company’s system of internal controls over financial reporting are reasonably sufficient in all material respects to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with respect hereto which is not disclosed GAAP, (B) that receipts and expenditures are executed only in accordance with the Recent Reports is authorization of management, and (C) regarding prevention or was timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could materially affect the Company’s financial statements. (vii) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be so disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (viii) Since the date of this Agreement, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact or circumstance that is reasonably likely to result in a substantial change to the Company’s internal controls over financial reporting. (ix) Since the date of the most recent Filed SEC Report, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “material weakness” in the Company’s internal controls over financial reporting. (x) The audit committee of the Board of Directors of the Company includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S K. (xi) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed, and by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no material non-public information has been disclosed to violations of provisions of the PurchasersCompany’s code of ethics.

SEC Documents. The Seller (a) AAT is obligated an issuer subject to the reporting reports under Section 13 of the Exchange Act. AAT has filed with the Securities and Exchange Act of 1934, as amended Commission (the “Exchange ActSEC”) to file reports pursuant to Sections 13 or 15(dall proxy statements, prospectuses, reports, schedules, forms, financial statements, certifications and other documents (including exhibits and all other information incorporated by reference) thereof (all such reports filed or required to be filed by pursuant to the Seller at any date subsequent to Exchange Act since January 1, 19962003 (collectively, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed Except as set forth in Section 4.5(a) of the AAT Disclosure Manual, all reports SEC Documents and any other forms or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents have been filed by the Seller (i) were prepared in all material respects in accordance AAT or its directors and officers, as they relate to AAT, with the requirements SEC have been so filed on a timely basis. As of the Exchange Act and (ii) did not at the time they were filed their respective dates (or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing), the SEC Documents (i) were prepared in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder and complied with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ misleading except to the Purchasers extent corrected prior to the date hereof by a correct subsequently filed SEC Document. (b) AAT maintains disclosure controls and complete copy procedures that satisfy the requirements of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) Rule 13a-14 under the Exchange Act Act. Such disclosure controls and procedures are designed to ensure that all material information concerning AAT is made known on a timely basis to the individuals responsible for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, preparation of AAT’s filings with the “Recent Reports”)SEC and other public disclosure documents. None AAT is in compliance with the applicable listing and other rules and regulations of the information about Nasdaq Stock Market and, except for the Seller or requirement to hold its 2006 annual meeting of stockholders, has not received any of its Subsidiaries which has been disclosed to notice from the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material Nasdaq Stock Market asserting any non-public information has been disclosed to the Purchaserscompliance with such rules and regulations.

SEC Documents. The Seller is obligated (a) Except as disclosed in Section 3.5(a) of the Company Letter, the Company has timely filed with the Securities and Exchange Commission (the "SEC"), and heretofore has made available to Parent, true and complete copies of all reports, schedules, forms, statements and other documents required to be so filed by it from January 1, 2000 through the date hereof under the Securities Exchange Act of 1934, as amended (the “Exchange "EXCHANGE Act”) to file reports pursuant to Sections 13 "), or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called of 1933, as amended (the “"SECURITIES ACT"), including (i) the annual reports on Form 10-K for all fiscal years ended during such period, (ii) the quarterly reports on Form 10-Q required for all fiscal quarters during such period, and (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held during such period (the "SEC Documents”DOCUMENTS"). The Seller has filed all reports . (b) As of its respective date, or other documents required to be filed under the Exchange Act prior to if amended, as of the date of this Agreement. All the last such amendment, each SEC Documents filed by the Seller Document, including, without limitation, any financial statements or schedules included therein (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to misleading and (ii) except as disclosed in Section 3.5(b) of the Purchasers a correct and complete copy of each report which the Seller filed Company Letter, complied in all material respects with the Securities and Exchange Commission (the “SEC” or the “Commission”) under applicable requirements of the Exchange Act for any period ending on or after December 31and the Securities Act, 2002 (all such reports filed or required to be filed as the case may be, and the applicable rules and regulations promulgated by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”)SEC thereunder. None of the information about Company's Subsidiaries has any class of securities registered under, or is subject to the Seller periodic reporting requirements of, the Exchange Act. (c) The Company maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP (as defined below) and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) The Company is neither engaged in any transactions with, nor has any obligations to, any unconsolidated entities that are contractually limited to activities that facilitate the Company's transfer of or access to assets, including, without limitation, structured finance entities and special purpose entities, or otherwise engage in, or have any obligations under, any off-balance sheet transactions or arrangements. (e) The Company is not engaged in any trading activities involving commodity contracts or other trading contracts which are not currently traded on a securities or commodities exchange and for which the market value cannot be determined. (f) The Proxy Statement (as defined below) and any other filings, and any amendments or supplements thereto, when filed by the Company with the SEC, or when distributed or otherwise disseminated to the Company's stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to the Company's stockholders and at the time such stockholders vote on adoption and approval of its Subsidiaries this Agreement and the Mergers at the Special Meeting, and any other SEC filing (other than the Proxy Statement) or any amendment or supplement thereto, at the time of the filing and at the time of any distribution or dissemination thereof, in each case, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.5(f) will not apply to statements or omissions included in the Proxy Statement or any other SEC filings based upon information furnished in writing to the Company by Parent or Merger Subsidiary specifically for use therein. (g) The Company has previously provided to Parent a complete and correct copy of any amendment or modification which has not yet been disclosed filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Purchasers herein Securities Act or the Exchange Act. (h) Except as set forth in the course SEC Documents, since the date of discussions and negotiations the Company's last proxy or information statement filed with respect hereto which is not disclosed in the Recent Reports is or was SEC, no event has occurred that would be required to be so disclosed, and no material nonreported by the Company pursuant to Item 404 of Regulation S-public information has been disclosed to K promulgated by the PurchasersSEC.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934SPAC has filed all reports, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or schedules, forms, statements and other documents required to be filed by SPAC with the Seller at any date subsequent SEC since its inception, pursuant to January 1Sections 13(a), 1996, including all exhibits thereto or incorporated therein by reference, 14(a) and all documents filed by 15(d) of the Seller under the Securities Exchange Act hereinafter called (the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date As of this Agreement. All its respective filing date, each SEC Documents filed by the Seller (i) were prepared Document complied in all material respects in accordance with the requirements of the Exchange Act and (ii) the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ Except to the Purchasers extent that information contained in any SEC Document has been revised or superseded by a correct and complete copy later filed SEC Document, none of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” SEC Documents contains any untrue statement of a material fact or the “Commission”) under the Exchange Act for omits to state any period ending on or after December 31, 2002 (all such reports filed or material fact required to be filed 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 included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations applicable to SPAC with respect thereto, and have been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None rules and regulations of the information about SEC) applied on a consistent basis during the Seller or any periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of SPAC as of the dates thereof and the consolidated results of its Subsidiaries which has been disclosed operations and cash flows as at the respective dates of and for the periods referred to in such financial statements (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the omission of notes to the Purchasers herein or in extent permitted by Regulation S-X of the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersSEC).

SEC Documents. (i) The Buyer has furnished or made available to the Seller is obligated under and the Securities Exchange Act Partners a correct and complete copy of 1934the Form 10-KSB and Form 10-KSB/A for the year ended December 31, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be 2004 and each other report, schedule, registration statement and definitive proxy statement filed by the Seller at any Buyer with the SEC on or after the date subsequent to January 1of filing of the Form 10-KSB/A for the year ended December 31, 1996, including 2004 which are all exhibits thereto or incorporated therein by reference, and all the documents filed by that the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents Buyer was required to be filed under file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Exchange Act prior to on or after the date of this Agreementfiling with the SEC of the Form 10-KSB/A for the year ended December 31, 2004 (collectively, the "Buyer’s SEC Documents"). All As of their respective filing dates, the Buyer's SEC Documents complied when filed by the Seller (i) were prepared in all material respects in accordance with the then applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. (ii) did not at As of their respective filing dates, none of the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain Buyer's SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (iii) The Seller financial statements (including the notes thereto) of the Buyer included in the Form 10-KSB/A for the year ended December 31, 2004 complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP during the periods involved (except as may have been indicated in the notes thereto), are in accordance with the books and records of the Buyer, and fairly present the financial position of the Buyer as at the dates thereof and the results of its operations, stockholders' equity and cash flows for the period then ended. (iv) Since the date of filing of the Form 10-QSB, except as disclosed in Section 2.3(e)(iv) of the Buyer Disclosure Schedule or disclosed in the Buyer’s SEC Documents, no event has previously delivered or made available via occurred as of the date hereof which is required to be reported by the Buyer by filing a Current Report on Form 8-K under the Exchange Act. (v) The Buyer’s disclosure controls and procedures (as defined in sections 13a-15(e) and 15d-15(e) of the Exchange Act) effectively enable the Buyer to comply with, and the appropriate officers of the Buyer to make all certifications required under, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ to Act of 2002 and the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersregulations promulgated thereunder.

SEC Documents. The Seller (a) On the date the Offer is obligated under commenced, Purchaser shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Securities Exchange Act with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule TO"), and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer, which shall be filed as part of 1934the Schedule TO. The Schedule TO will include, as amended exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC "Offer Documents”"). The Seller has filed all reports or other documents required Company hereby consents to be filed under the inclusion in the Offer Documents of the recommendations of the Board and the Special Committee described in Section 1.2(a). Concurrently with the filing of the Schedule TO by Purchaser, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act prior (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (v) of the date first sentence of this Agreement. All SEC Documents filed by Section 1.2(a). (b) Purchaser will take all steps necessary to ensure that the Seller (i) were prepared Offer Documents, and the Company will take all steps necessary to ensure that the Schedule 14D-9, comply in all material respects in accordance with the requirements provisions of applicable Federal and state securities Laws. The information provided and to be provided by Purchaser or the Exchange Act Company for use in the Schedule TO, the Offer Documents and (ii) did not at the time they were filed (orSchedule 14D-9 shall not, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) first filed with the SEC or first published, sent or provided to stockholders, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ Purchaser will take all steps necessary to cause the Purchasers a correct Offer Documents and complete copy of each report which Company will take all steps necessary to cause the Seller Schedule 14D-9 to be filed with the Securities SEC and Exchange Commission (to be disseminated to holders of the “SEC” or Shares, in each case as and to the “Commission”) under extent required by applicable Federal and state securities Laws. Purchaser and the Exchange Act Company will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any period ending on or after December 31material respect and Purchaser will take all steps necessary to cause the Offer Documents, 2002 (and the Company will take all such reports filed or required steps necessary to cause the Schedule 14D-9, as so corrected to be filed by with the Seller including all exhibits thereto or incorporated therein by reference, SEC and to be disseminated to the “Recent Reports”). None holders of the information about the Seller or any of its Subsidiaries which has been disclosed Shares, in each case as and to the Purchasers herein extent required by applicable Federal and state securities Laws. Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or in dissemination to stockholders of the course Company. The Special Committee and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to stockholders of discussions the Company. The Company agrees to provide Purchaser and negotiations its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersSchedule 14D-9 promptly after the receipt of such comments and Purchaser agrees to provide the Company and its counsel with copies of any written comments that Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. The Seller is obligated under SUG has made (and, with respect to -------------------------- such documents filed after the Securities Exchange Act date hereof through the Closing Date, will make) available to FAL a true and complete copy of 1934each report, as amended schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by SUG with the SEC since September 16, 1999 and through the Closing Date in sub- stantially the form filed with the SEC (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by "SUG SEC Documents"). As of their respective dates, the Seller at any date subsequent to January 1, 1996SUG SEC Documents, including all exhibits thereto without limitation any financial statements or incorporated therein by referenceschedules included therein, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”complied (or will comply). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared , in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and (ii) the rules and regulations of the SEC there- under applicable to such SUG SEC Documents, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filingwill not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via audited ▇▇▇▇▇ to ▇▇▇- dated financial statements and unaudited interim financial state- ments of SUG included in the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission SUG SEC Documents (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by referencecollectively, the “Recent Reports”). None of the information about the Seller "SUG Financial Statements") were (or any of its Subsidiaries which has been disclosed to the Purchasers herein will be) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the course of discussions notes thereto and negotiations except with respect hereto which is not disclosed to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present) in all material respects the financial position of SUG as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the Recent Reports is or was required case of unaudited interim financial statements, to be so disclosednormal, and no recurring adjustments which are not material non-public information has been disclosed to in the Purchasersaggregate.

SEC Documents. The Seller is obligated under (i) To the Securities Exchange Act extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent complete and correct copies of 1934all reports, as amended (schedules, forms, statements and other documents filed with or furnished to the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed SEC by the Seller at any date subsequent to Company since January 1, 19962007 (such documents available on the SEC website or made available to Parent, including together with all exhibits thereto or information incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Since January 1, 2007, the Company has filed all reports with or furnished to the SEC each report, schedule, form, statement or other documents document or filing required by Law to be filed under the Exchange Act or furnished by it at or prior to the date time so required. No Subsidiary of this Agreementthe Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. All As of their respective dates, each of the SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act Act, in each case, applicable to such SEC Document, and (ii) did not none of the SEC Documents at the time they were it was filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has previously delivered been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the extent complete and correct copies are not available on the SEC’s website, the Company has made available via to Parent copies of all comment letters received by the Company from the SEC since January 1, 2007, and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, 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 prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except as set forth in the Baseline Financials, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than such liabilities or obligations (a) with respect to or arising from transactions contemplated hereby, (b) incurred in the ordinary course of business consistent with past practice after the date of the Baseline Financials but prior to the date of this Agreement, (c) incurred on or after the date of this Agreement that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (d) clearly disclosed in the unaudited financial statements (including the notes thereto) included in the Company’s Form 10-Q for the period ended March 31, 2009, filed with the SEC on May 6, 2009. (ii) The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K or posting on its website, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics since the adoption of such code of ethics (excluding minor violations not material to the Purchasers a correct Company’s business). (iii) The principal executive officer of the Company and complete copy the principal financial officer of the Company each report which the Seller filed with the Securities has made all certifications required by Rule 13a-14 and Exchange Commission (the “SEC” or the “Commission”) 15d-14 under the Exchange Act for and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any period ending of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or after December 31limited purpose entity or person, 2002 on the other hand, or any “off-balance sheet arrangements” (all as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such reports filed joint venture, partnership or required Contract is to be filed by the Seller including all exhibits thereto avoid disclosure of any material transaction involving, or incorporated therein by referencematerial liabilities of, the “Recent Reports”). None of the information about the Seller Company or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course Company’s or any of discussions its Subsidiaries’ published financial statements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) in compliance with the Exchange Act. (vi) The Company maintains “disclosure controls and negotiations procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersExchange Act.

SEC Documents. (a) The Seller is obligated under Company has timely filed or furnished all reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) required to be filed or furnished by the Company (the “SEC Documents”). As of their respective dates of filing, (i) the SEC Documents complied as to form, and all reports schedules, forms, statements and other documents required to be filed with the SEC after the date hereof will comply as to form, in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by ), as the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by referencecase may be, and all documents filed the rules and regulations of the SEC promulgated thereunder applicable thereto, and (ii) except to the extent amended or superseded by a subsequent filing with the Seller under SEC, none of the Securities Act hereinafter called SEC Documents contained (and none of the “SEC Documents”). The Seller has filed all reports or schedules, forms, statements and other documents required to be filed under with the Exchange Act prior to SEC after the date of this Agreement. All SEC Documents filed by the Seller (ihereof will contain) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, (a) Except as amended (the “Exchange Act”set forth in Schedule 5.26(a) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed as restated or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “reclassified in an SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act Document prior to the date of this Agreement. All , as of their respective dates, each form, report, schedule, statement, or other document required to be filed or otherwise furnished by Seller with or to the SEC Documents since January 1, 2002, in each case including all exhibits, appendices, attachments and amendments thereto, whether filed or otherwise furnished therewith or incorporated by reference therein (collectively, the “SEC Documents”), which are all of the documents that Seller was required to file with the SEC since such date: (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and if applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”); and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller None of the Subsidiaries is or has previously delivered been required to file any form, report, schedule, statement, or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed other document with the Securities SEC. (b) Seller maintains disclosure controls and Exchange Commission (the “SEC” procedures required by Rule 13a-15 or the “Commission”) 15d-15 under the Exchange Act Act; such controls and procedures are effective to ensure that all material information concerning Seller, including the Subsidiaries, is made known on a timely basis to the individuals responsible for the preparation of Seller’s filings with the SEC and other public disclosure documents. Based on their most recent evaluation, Seller’s principal executive officer and principal financial officer have disclosed to Seller’s auditors and its audit committee (i) all significant deficiencies in the design or operation of internal controls that could adversely affect Seller’s ability to timely and accurately record, process, summarize and report financial data and (ii) any period ending on fraud, whether or after December 31not material, 2002 that involves management or other employees who have a significant role in Seller’s internal controls and a summary of any such disclosure is set forth in Schedule 5.26(b). (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by referencec) As used in this Section 5.26, the term “Recent Reports”). None of the file” shall be broadly construed to include any manner in which a document or information about the Seller is furnished, supplied or any of its Subsidiaries which has been disclosed otherwise made available to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersSEC.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934(i) Parent has filed all registration statements, as amended proxy statements and other statements, reports, schedules, forms and other documents (the “Exchange Act”including all exhibits and all other information incorporated by reference) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by it with the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by referenceSEC, and all documents amendments thereto, and Parent has provided or made available to the Company and the Equityholders true and complete copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, each Current Report on Form 8-K filed by the Seller under the Securities Act hereinafter called Parent since December 31, 2017 and Parent’s proxy statement for its 2018 Annual Meeting of Stockholders (collectively, the “Evolent SEC Documents”). The Seller has filed all reports To Parent’s knowledge, none of the Evolent SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of Parent or any of its Subsidiaries. All statements, reports, schedules, forms and other documents required to be have been filed under by Parent with the SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC pursuant to the Exchange Act prior to Act. As of the date of this Agreement. All SEC Documents time it was filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed SEC (or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing) contain (i) each of the Evolent SEC Documents complied in all material respects with the applicable requirements of the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as it may be amended from time to time and (ii) none of the Evolent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ . (ii) Except as set forth in Evolent SEC Documents, none of the Evolent Entities and their Subsidiaries is a party to the Purchasers any contract, a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or would be required to be filed by with the Seller including all exhibits thereto or incorporated therein by referenceSEC as an exhibit to an Annual Report on Form 10-K (collectively, the “Recent ReportsEvolent Material Contracts”). None Each Evolent Material Contract (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) is valid and binding on the Evolent Entities or their Subsidiaries that are a party thereto, as applicable, and is in full force and effect, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Except as set forth in Evolent SEC Documents, (i) as of the information about date of this Agreement, none of the Seller Evolent Entities nor any of their Subsidiaries has violated or breached, or committed any default under, any Evolent Material Contract; (ii) to the knowledge of the Evolent Entities, as of the date of this Agreement, no other Person has violated or breached, or committed any material default under, any Evolent Material Contract; and (iii) as of the date of this Agreement no event has occurred and is continuing through actions or inactions of the Evolent Entities or any of its their Subsidiaries which has been disclosed to that will result in a violation or breach of any of the Purchasers herein or in the course provisions of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersany Evolent Material Contract.

SEC Documents. (a) The Seller is obligated under Company has filed with the SEC and made available to Purchaser (through the SEC’s Electronic Data Gathering Analysis and Retrieval System or otherwise) all forms, reports, schedules, registration statements and other documents required to be filed by the Company with the SEC since January 1, 2006 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by ), as the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by referencecase may be, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements rules and regulations of the Exchange Act SEC thereunder applicable to such SEC Reports, and (ii) did not at none of the time they were SEC Reports when filed (or, if amended or superseded by a subsequent filing prior to the date hereof, then on as of the date of such subsequent filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ , and there are no outstanding comments from the SEC with respect to any of the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent SEC Reports”). None of the information about Company’s Subsidiaries is required to file periodic reports with the Seller SEC pursuant to Section 13 or 15(d) of the Exchange Act. (b) Since January 1, 2006, (i) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries which has been disclosed received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, other than routine recommendations made in letters from the Company’s independent public accountants to the Purchasers herein Company’s management, true and complete copies of which letters have been made available to Purchaser and (ii) no attorney representing the Company or in any of its Subsidiaries, whether or not employed by the course Company or any of discussions and negotiations with respect hereto which is not disclosed in its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Recent Reports is Company or was required to be so disclosedany of its officers, and no material non-public information has been disclosed directors, employees or agents to the PurchasersBoard of Directors of the Company or any committee thereof or to any director or officer of the Company.

SEC Documents. The Seller is obligated under (a) Company has previously delivered (except to the Securities Exchange Act of 1934, as amended (extent such filings are publicly available on the “Exchange Act”▇▇▇▇▇ system) to file Parent and Acquisition Sub each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Company with the SEC since January 1, 1999 each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof, and except as set forth in Section 4.5 of the Company Disclosure Schedule, Company has timely filed all forms, reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or and documents required to be filed by it with the Seller at any date subsequent SEC pursuant to relevant securities statutes, regulations, policies and rules since January 1, 19961999 (collectively, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”"Company Reports"). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date As of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed their respective dates (or, if amended amended, supplemented or superseded by a filing prior to the date hereofof this Agreement, then on as of the date so amended, supplemented or superseded), the Company Reports (i) complied in all materials respects with the applicable requirements of such filingthe Securities Act, the Exchange Act and the rules and regulations thereunder and complied with the requirements thereof including all of the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made available via the certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), and the rules and regulations of the SEC promulgated thereunder with respect to the Purchasers a correct Company Reports filed since such certifications have been required. For purposes of the preceding sentence, "principal executive officer" and complete copy of each report which "principal financial officer" shall have the Seller filed with meanings given to such terms in the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Company maintains disclosure controls and Exchange Commission (the “SEC” procedures required by Rule l3a-l5 or the “Commission”) l5d-l5 under the Exchange Act Act; such controls and procedures are effective for any period ending on or after December 31gathering, 2002 (all such analyzing and disclosing the information the Company is required to disclose in its reports filed under the Exchange Act. Since January 1, 1999, Company has not received notice from the SEC or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any other Governmental Entity that any of its Subsidiaries accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which has comments have either been disclosed to satisfied or withdrawn by the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersSEC.

SEC Documents. The Seller is obligated under (a) Parent has filed with or furnished to the U.S. Securities and Exchange Act of 1934, as amended Commission (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC DocumentsSEC”). The Seller has filed , on a timely basis or having received the appropriate extension of time within which to file, all reports or reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent with or to the SEC, including all reports that Parent was required to file pursuant to Section 13 of the U.S. Securities Exchange Act of 1934 (such Act, the “Exchange Act”, and such documents, the “Parent SEC Documents”). As of their respective filing dates or, in the case of a registration statement under the Exchange Act prior to Securities Act, as of the date such registration statement was declared effective by the SEC, or, if amended (or deemed amended), as of the date of this Agreement. All SEC Documents filed by the Seller last amendment or deemed amendment, (i) were prepared the Parent SEC Documents complied as to form in all material respects in accordance with the then-applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and (ii) did not at none of the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller No subsidiary of Parent is, or has previously delivered been, required by applicable regulations promulgated by the SEC to file or made available via ▇▇▇▇▇ furnish under the Exchange Act, or otherwise submit to the Purchasers SEC, any form, report, registration statement or other document. (b) Each of the consolidated financial statements of Parent (including, in each case, any related notes thereto where applicable) contained in the Parent SEC Documents (i) was prepared in accordance with GAAP applied on a correct consistent basis throughout the periods involved (except, in each case, as otherwise described therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), (ii) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and complete copy the published rules and regulations of each report which the Seller SEC with respect thereto and (iii) fairly presents in all material respects, as applicable, the consolidated financial position of Parent and its subsidiaries as of the respective dates thereof and the consolidated results of Parent’s and its subsidiaries’ operations and cash flows for the periods indicated (subject, in the case of unaudited statements, to year-end audit adjustments and the absence of footnotes and subject to restatements filed with the Securities SEC prior to the date of this Agreement). (c) Parent has established and Exchange Commission maintains disclosure controls and procedures (the “SEC” or the “Commission”as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act for any period ending on or after December 31Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent, 2002 (all such reports filed or including its consolidated Subsidiaries, required to be filed disclosed in Parent’s periodic and current reports under the Exchange Act, is made known to Parent’s chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures as required under the Seller including Exchange Act. (d) Parent and its subsidiaries have established and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent, based on its most recent evaluation of Parent’s internal control over financial reporting prior to the date hereof, has not identified (i) any significant deficiencies and material weaknesses in the design or operation of Parent’s internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (e) Parent is in compliance in all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None material respects with all current listing and corporate governance requirements of the information about the Seller or any of its Subsidiaries which has been disclosed NASDAQ Capital Market applicable to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersParent.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”a) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports Parent has timely filed or required to be filed by the Seller at any date subsequent to January 1otherwise furnished all reports, 1996schedules, including all exhibits thereto or incorporated therein by referenceforms, statements and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under or furnished, as applicable, by it with the Exchange Act SEC since March 29, 2008, and Parent shall have filed prior to the date of this Agreement. All SEC Documents Closing Date all reports, schedules, forms, statements and other documents required to be filed or furnished by the Seller (i) were prepared in all material respects in accordance it with the requirements SEC from the Execution Date and prior to the Closing Date (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, the Exchange Act and (ii) did not at “Parent SEC Documents”). At the time they were filed (or, or if amended or superseded by a filing prior to the date hereofExecution Date or the Closing Date, as applicable, then on the date of such filing), the Parent SEC Documents complied (or shall comply, as the case may be) contain in all material respects with the requirements of the Securities Act or the United States Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained (or shall contain, as the case may be) any untrue statement of a material fact or omit omitted (or shall omit, as the case may be) 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. (b) The audited and unaudited financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents have complied (or shall comply, as the case may be) in all material respects with applicable accounting requirements and the published rules and regulations of the SEC in effect at the time of the filing with respect thereto. The Seller Each of such financial statements were prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated in the notes or schedules to such financial statements and subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments (which are not material in amount or significance in any individual case or in the aggregate)), and fairly present, in all material respects, the consolidated financial condition of Parent and its Subsidiaries as at the dates thereof and the consolidated results of its operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited financial statements, to the absence of notes and normal year-end adjustments (which are not material in amount or significance in any individual case or in the aggregate)). As of the Execution Date, there are no outstanding comments from the SEC with respect to any of the Parent SEC Documents. (c) No executive officer of Parent has previously delivered failed to make the certifications required of him or made available via her under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Document, and based on its most recently completed evaluation of its system of internal control over financial reporting prior to the Purchasers Execution Date, to Parent’s Knowledge, there is no fraud that (i) involves executive officers or other employees of Parent who have a correct significant role in Parent’s internal control over financial reporting and complete copy (ii) has had, or would reasonably be expected to have, a material impact on the business of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersParent.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”a) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to On the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance Offer is commenced, Parent and Purchaser shall file with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed with the United States Securities and Exchange Commission (the “"SEC” or the “Commission”") under a Tender Offer Statement on Schedule TO in accordance with the Exchange Act for with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule TO"). The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any period ending amendments and supplements thereto, the "Offer Documents"). The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO and all amendments and supplements thereto prior to their filing with the SEC or dissemination to shareholders of the Company. Concurrently with the filing of the Schedule TO by Parent and Purchaser, the Company shall file with the SEC a Solicitation/Recommendation Statement on or after December 31Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, 2002 the "Schedule 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (all such reports filed or v) of Section 1.2(a) hereof, and the Company shall also file therewith the information required to be filed by distributed to the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None shareholders of the information about Company pursuant to Section 14(f) of the Seller or any of its Subsidiaries which has been disclosed Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Purchasers herein or in Company's Board of Directors pursuant to Section 1.4 hereof (b) Parent and Purchaser will take all steps necessary to ensure that the course of discussions Offer Documents, and negotiations with respect hereto which is not disclosed in the Recent Reports is or was Company will take all steps necessary to ensure that the Schedule 14D-9 and the information required to be so discloseddistributed to the shareholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Company's Board of Directors pursuant to Section 1.4 hereof, will comply in all material respects with the provisions of applicable federal and state securities Laws. Each of Parent and Purchaser will take all steps necessary to cause the Offer Documents, and no material non-public the Company will take all steps necessary to cause the Schedule 14D-9 and the information has been disclosed required to be distributed to the Purchasersshareholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as is necessary to enable Parent's designees to be elected to the Company's Board of Directors pursuant to Section 1.4 hereof, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal and state securities Laws and Parent or Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and Purchaser will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto and the information required to be distributed to the shareholders of the Company pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder prior to their filing with the SEC or dissemination to shareholders of the Company. The Company agrees to provide Parent and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and each of Parent and Purchaser agrees to provide the Company and its counsel with copies of any written comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

SEC Documents. The Seller is obligated under (i) To the Securities Exchange Act extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent complete and correct copies of 1934all reports, as amended (schedules, forms, statements and other documents filed with or furnished to the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed SEC by the Seller at any date subsequent Company since July 18, 2007 (such documents available on the SEC’s website or made available to January 1Parent, 1996, including together with all exhibits thereto or information incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Since July 18, 2007, the Company has filed all reports with or furnished to the SEC each report, schedule, form, statement or other documents document or filing required by Law to be filed under or furnished by the Exchange Act Company at or prior to the date time so required. No Subsidiary of this Agreementthe Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. All As of its respective effective date, in the case of SEC Documents that are registration statements filed by pursuant to the Seller (i) were prepared in all material respects in accordance with the requirements Securities Act, and as of the Exchange Act and (ii) did not at the time they were filed its respective filing or furnishing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such amended or superseded filing), in the case 9 Table of Contents of each other SEC Document, each of the SEC Documents (A) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has previously delivered been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents contains 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. To the extent complete and correct copies are not available on the SEC’s website, the Company has made available via to Parent copies of all comment letters received by the Company from the SEC since July 18, 2007 and prior to the date of this Agreement and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, 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 prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except as set forth in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than such liabilities or obligations (A) with respect to or arising from the transactions contemplated by this Agreement, (B) incurred in the ordinary course of business consistent in all material respects with past practice after the date of the Baseline Financials but prior to the date of this Agreement, (C) that are not reasonably likely to have a Material Adverse Effect or (D) disclosed in the unaudited financial statements (including the notes thereto) included in the Company’s Form 10-Q for the period ended July 31, 2010, filed with the SEC on September 9, 2010. (ii) The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ to Act of 2002 and the Purchasers a correct rules and complete copy of each report which the Seller filed with the Securities and Exchange Commission regulations promulgated thereunder (the collectively, “SEC” or the “CommissionSOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K or posting on its website, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics since the adoption of such code of ethics. (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act for and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any period ending of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. 10 Table of Contents (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or after December 31limited purpose entity or person, 2002 on the other hand, or any “off-balance sheet arrangements” (all as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such reports filed joint venture, partnership or required Contract is to be filed by the Seller including all exhibits thereto avoid disclosure of any material transaction involving, or incorporated therein by referencematerial liabilities of, the “Recent Reports”). None of the information about the Seller Company or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course Company’s or any of discussions its Subsidiaries’ published financial statements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) in compliance with the Exchange Act. (vi) The Company maintains “disclosure controls and negotiations procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersExchange Act.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”a) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Acquiror has filed all reports and made available to the Company true and complete copies of each registration statement, proxy or information statement, form, report and other documents required to be filed under by it with the Exchange Act prior to SEC since January 1, 1995 (collectively, the date "Acquiror SEC Reports"). As of this Agreement. All their respective dates, the Acquiror SEC Documents filed by the Seller Reports (i) were prepared complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not at the time they were filed (not, or, if amended or superseded by a filing prior with respect to the date hereofthose not yet filed, then on the date of such filing) will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to . (b) Each of the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto consolidated balance sheets included in or incorporated therein by referencereference into Acquiror SEC Reports (including the related notes and schedules) presents fairly, in all material respects, the “Recent Reports”). None consolidated financial position of Acquiror and its consolidated Subsidiaries as of its date, and each of the information about consolidated statements of income, retained earnings and cash flows of Acquiror included in or incorporated by reference into Acquiror SEC Reports (including the Seller related notes and schedules) presents fairly, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of Acquiror and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (c) Except as set forth in Section 4.8(c) of the Acquiror Disclosure Schedule and except as set forth in the Acquiror SEC Reports, neither Acquiror nor any of its Subsidiaries which has been disclosed any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to the Purchasers herein be reflected on, or reserved against in, a balance sheet of Acquiror or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Acquiror as of September 30, 1998, (ii) liabilities or obligations arising in the ordinary course of discussions business (including trade indebtedness) since September 30, 1998, and negotiations with respect hereto (iii) liabilities or obligations which is not disclosed would not, individually or in the Recent Reports is or was required to be so disclosedaggregate, and no material non-public information has been disclosed to the Purchasershave a Material Adverse Effect.

SEC Documents. The Seller is obligated under (a) From January 1, 2023 to the Securities Exchange Act date of 1934this Agreement, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (Company has timely filed all such reports filed or reports, schedules, forms, statements and other documents required to be filed by it with the Seller at SEC pursuant to the Exchange Act (including pursuant to any timely filed notifications of late filings) for any of the foregoing (all of the foregoing filed prior to the date subsequent to January 1, 1996, including hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto or and documents incorporated by reference therein by reference, and all documents filed by the Seller under the Securities Act being hereinafter called referred to as the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under As of their respective SEC filing dates, the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and (ii) did not at the time they were filed regulations promulgated thereunder), as the case may be, applicable to such SEC Documents, and none of the SEC Documents as of such respective dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of the filing of such filingamendment, with respect to the disclosures that are amended) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered As of the date hereof, (i) the Company is eligible to file a registration statement on Form S-3, (ii) none of the Company’s subsidiaries is required to file any documents with the SEC, (iii) there are no outstanding or made available via ▇▇▇▇▇ unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents and (iv) to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None knowledge of the information about Company, none of the Seller Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersoutstanding SEC investigation.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934(i) Since May 9, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (2017, all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996reports, including all exhibits thereto but not limited to the Annual Reports on Form 10-K, the Quarterly Reports on Form 10-Q and the Current Reports on Form 8-K (whether filed on a voluntary basis or incorporated therein by referenceotherwise), forms, schedules, certifications, prospectuses, registration statements and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior or furnished by any AMGP Party with or to the date SEC have been or will be timely filed or furnished (the “AMGP SEC Reports”). Each of this Agreement. All the AMGP SEC Documents filed by the Seller Reports (i) were prepared complied in all material respects in accordance with the requirements of applicable Law (including the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), and (ii) as of its effective date (in the case of AMGP SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of its filing date did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered , except for any statements (x) in any AMGP SEC Report that may have been modified by an amendment to such report or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each subsequent report which the Seller filed with the Securities and Exchange Commission SEC prior to the date of this Agreement or (y) with respect to information supplied in writing by or on behalf of AMLP, as to which AMGP makes no representation or warranty. (ii) No AMGP Party, other than AMGP, is required to file reports, forms or other documents with the “SEC” or the “Commission”) under SEC pursuant to the Exchange Act for any period ending on Act. There are no outstanding comments from, or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by referenceunresolved issues raised by, the “Recent Reports”). None staff of the information about SEC with respect to the Seller or any of its Subsidiaries which AMGP SEC Reports. No enforcement action has been disclosed initiated against AMGP relating to the Purchasers herein disclosures contained or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersomitted from any AMGP SEC Report.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to Since January 1, 19962014, including the Parent has filed in a timely manner all exhibits thereto or incorporated therein by referencerequired reports, schedules, forms, statements, and all other documents filed by with the Seller SEC that the Parent was required to file under Section 13, 14(a), and 15(d) of the Securities Exchange Act hereinafter called (the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under As of their respective filing dates, the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Act or the Securities Act, as the case may be, and (ii) did not at the time they were filed (orrules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, if amended or superseded by a filing prior to and none of the date hereof, then on the date of such filing) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ Except to the Purchasers extent that information contained in any SEC Document has been revised or superseded by a correct later filed SEC Document none of the SEC Documents contains, and complete copy after giving effect to any such later filed SEC Documents none of each report the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Seller filed with SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Material Adverse Effect. Neither the Securities Parent nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and Exchange Commission whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the “SEC” or SEC Documents (including in the “Commission”financial statements included therein), (ii) under as disclosed in Schedule 12.6, and (iii) for current liabilities incurred in the Exchange Act for any period ending on or after ordinary course of business since December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers2014.

SEC Documents. The Seller is obligated under Company has timely filed with the Securities and Exchange Act of 1934, as amended Commission (the “Exchange Act”"SEC") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1forms, 1996reports, including all exhibits thereto or incorporated therein by referenceschedules, statements and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under with the Exchange Act prior to SEC by the date Company since December 31, 1996 (together with all information incorporated therein by reference, the "SEC Documents"). As of this Agreement. All their respective dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and (ii) did not the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ financial statements (including the related notes) included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the Purchasers a correct published rules and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None regulations of the information about the Seller or any of its Subsidiaries which has SEC with respect thereto, have been disclosed to the Purchasers herein or prepared in accordance with GAAP (except, in the course case of discussions and negotiations with respect hereto which is not disclosed 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 Recent Reports is or was required notes thereto) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to be so disclosed, normal and no material nonrecurring year-public information has been disclosed to the Purchasersend audit adjustments).

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports 2.1 Oramed Pharma has filed or required to be filed by the Seller at any date subsequent to January 1furnished all forms, 1996, including all exhibits thereto or incorporated therein by reference, reports and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed or furnished by Oramed Pharma with the SEC under the Securities Act or the Exchange Act since January 1, 2020 (all such documents filed or furnished by Oramed Pharma, the “Oramed SEC Documents”). None of the Subsidiaries of Oramed Pharma is required to make any filings with the SEC pursuant to the Exchange Act. 2.2 As of its respective filing date (or, if amended or superseded prior to the date of this Agreement. All , on the date of such filing), each Oramed SEC Documents filed by the Seller (i) were prepared Document complied in all material respects in accordance with the all applicable requirements of the SOX, the Exchange Act Act, and (ii) the Securities Act, as the case may be, and did not not, at the time they were it was filed or furnished (or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing) ), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered . 2.3 As of the date of this Agreement, (i) there are no outstanding unresolved comments with respect to Oramed Pharma or made available via ▇▇▇▇▇ Oramed SEC Documents filed with or furnished to the Purchasers a correct SEC noted in comment letters or, to the knowledge of Oramed Pharma, other correspondence received by Oramed Pharma or its attorneys from the SEC, and complete copy (ii) there is no pending or, to the knowledge of each report which the Seller filed with the Securities and Exchange Commission Oramed Pharma, threatened (the “SEC” A) formal or the “Commission”) under the Exchange Act for any period ending on informal investigation or after December 31other review of, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by referenceproceeding against, the “Recent Reports”). None of the information about the Seller Oramed Pharma or any of its directors or officers by the SEC or (B) inspection of an audit of Oramed Pharma’s financial statements by the Public Company Accounting Oversight Board. 2.4 Neither Oramed Pharma nor any of its Subsidiaries which has been any liabilities of a nature that would be required under U.S. GAAP to be disclosed to on a balance sheet or the Purchasers herein notes thereto, except for (i) liabilities disclosed or reserved against in the balance sheet included in the most recent consolidated financial statements of Oramed Pharma included in the Oramed SEC Documents or in the notes thereto, (ii) liabilities arising in the ordinary course of discussions and negotiations with respect hereto which is not disclosed business since the date of the most recent consolidated financial statements of Oramed Pharma included in the Recent Reports is or was required to be so disclosed, Oramed SEC Documents and no material non-public information has been disclosed to (iii) liabilities incurred in connection with the PurchasersTransactions.

SEC Documents. The Seller is obligated under Parent has made available to the Securities Exchange Act of 1934Company each registration statement, as amended report, proxy statement or information statement (the “Exchange Act”other than preliminary materials) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by Parent with the Seller at SEC since September 30, 1995, each in the form (including exhibits and any date subsequent to January 1amendments thereto) filed with the SEC (collectively, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”"Parent Reports"). The Seller has filed all reports or other documents required to be filed under As of their respective dates, the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller Parent Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act Act, and the rules and regulations thereunder and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the Purchasers a correct date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and complete copy schedules) fairly presents the consolidated financial position of Parent and its Subsidiaries as 20 27 of its date and each report which of the Seller filed consolidated statements of income, cash flows and retained earnings included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations, cash flows or retained earnings, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the Securities periods involved, except as may be noted therein. Except as and Exchange Commission (to the “SEC” or extent set forth on the “Commission”) under the Exchange Act for any period ending on or after December 31consolidated balance sheet of Parent and its Subsidiaries at September 30, 2002 (all such reports filed or required to be filed by the Seller 1996, including all exhibits thereto or incorporated therein by referencenotes thereto, the “Recent Reports”). None of the information about the Seller or neither Parent nor any of its Subsidiaries which has been disclosed any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to the Purchasers herein be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which would not have, individually or in the aggregate, a Parent Material Adverse Effect and liabilities and obligations arising in the ordinary course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersbusiness since such date.

SEC Documents. The Seller is obligated Star has filed all reports required to be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) to file reports "), including pursuant to Sections 13 Section 13(a) or 15(d) thereof thereof, for the two years preceding the date hereof (all or such reports filed or shorter period as Star was required by law to be filed by file such material) (the Seller at any date subsequent to January 1, 1996foregoing materials, including all the exhibits thereto thereto, being collectively referred to herein as the "SEC Reports") on a timely basis or incorporated therein by reference, has received a valid extension of such time of filing and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act any such SEC Reports prior to the date expiration of this Agreementany such extension. All As of their respective dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to rules and regulations promulgated thereunder and none of the date hereof, then on the date of such filing) contain any SEC Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ financial statements of Star included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the Purchasers a correct published rules and complete copy regulations of each report which the Seller filed SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the Securities and Exchange Commission United States (except, in the “SEC” or case of unaudited statements, as permitted by the “Commission”) applicable form under the Exchange Act Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of Star as of the dates thereof and its statements of operations, stockholders' equity and cash flows for any period ending the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were and are not expected to have a material adverse effect on Star, its business, financial condition or after results of operations). Except as and to the extent set forth on the balance sheet of Star as of December 31, 2002 2003, including the notes thereto, Star does not have any liability or obligation of any nature (all such reports filed whether accrued, absolute, contingent or otherwise and whether required to be filed by the Seller including all exhibits thereto reflected on a balance sheet or incorporated therein by reference, the “Recent Reports”not). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. The Seller is obligated under Borrower has filed, through the Securities Exchange Act SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or successor thereto) (“▇▇▇▇▇”), all of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed SEC Documents within the time frames prescribed by the Seller at SEC (including any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, available grace periods and all documents filed extensions authorized by the Seller under SEC) for the Securities Act hereinafter called filing of such SEC Documents such that each filing was timely filed with the “SEC Documents”)SEC. The Seller has As of their respective dates, or to the extent corrected by a subsequent restatement filed all reports or other documents required to be filed under the Exchange Act prior to the date that this representation is made, each of this Agreement. All the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act and/or the Exchange Act (as applicable) and (ii) did not the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. None of the SEC Documents, at the time they were filed (orwith the SEC, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller Since the filing of the SEC Documents, no event has previously delivered occurred that would require an amendment or supplement to any of the SEC Documents and as to which such an amendment or a supplement has not been filed and made publicly available via on ▇▇▇▇▇ on or prior to the Purchasers a correct and complete copy of each report which date this representation is made. The Borrower has not received any written comments from the Seller filed with SEC staff that have not been resolved, to the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None knowledge of the information about the Seller or any of its Subsidiaries which has been disclosed Borrower, to the Purchasers herein or in satisfaction of the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersSEC staff.

SEC Documents. (a) The Seller is obligated under Company has delivered or made available to the Securities Exchange Act of 1934Purchasers true and complete copies of: (i) the Annual Report, as amended (the “Exchange Act”ii) to file reports pursuant to Sections 13 or 15(d) thereof (all such its Quarterly Reports and any other reports filed or required under cover of Form 8-K filed with the SEC since December 31, 1996, and (iii) all other SEC Documents. (b) As of its filing date, each SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) referred to in (a) above, and each SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) that will be filed by the Seller at any date subsequent Company prior to January 1the Closing Date, 1996as amended or supplemented, including all exhibits thereto or incorporated therein by referenceif applicable, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required pursuant to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared complied or will comply in all material respects in accordance with the applicable requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) will not contain any untrue statement of a material fact or omit 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. . (c) Each registration statement (including all exhibits and schedules thereto and documents incorporated by reference therein) referred to in clause (a)(iii) filed, and any registration statement (including all exhibits and schedules thereto and documents incorporated by reference therein) that will be filed by the Company prior to the Closing Date (including, without limitation, the Joint Proxy Statement/Prospectus contemplated by the Merger Agreement), as amended or supplemented, if applicable, pursuant to the Act, as of the date such statement or amendment became or will become effective (i) complied or will comply in all material respects with the applicable requirements of the Act and (ii) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made). (d) The Seller Company has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct true and complete copy copies of each report which all correspondence between the Seller filed with SEC and the Securities and Exchange Commission (the “SEC” Company or the “Commission”) under the Exchange Act for its legal counsel, accountants or other advisors since January 1, 1996. The Company is not aware of any period ending on or after December 31, 2002 (all such reports filed or required to be filed issues raised by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None SEC with respect to any of the information about the Seller or any of its Subsidiaries which has been SEC Documents, other than those disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required Purchaser pursuant to be so disclosed, and no material non-public information has been disclosed to the Purchasersthis Section 3.6(d).

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this AgreementAct. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers Purchaser a correct and complete copy of each proxy statement and report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934Purchaser (a) has filed all reports, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or schedules, forms, statements and other documents required to be filed by the Seller at any date subsequent Purchaser with the Securities and Exchange Commission (the "SEC") since December 31, 1999, including, without limitation, the Purchaser's Annual Report on Form 10-K for the year ended December 31, 1999 (the "EXCHANGE ACT DOCUMENTS") and (b) intends to January 1, 1996file the Registration Statement with the SEC as provided in Section 4.6(f) on the Closing Date (such Registration Statement, including all exhibits thereto or incorporated therein by referenceany prospectus contained therein, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under "SECURITIES ACT DOCUMENTS" and, together with the Exchange Act prior to Documents, the date "PURCHASER SEC DOCUMENTS"). As of this Agreement. All SEC Documents filed by the Seller (i) were prepared its respective date, each Exchange Act Document complied, and each Securities Act Document will comply, in all material respects in accordance with the requirements of the Exchange Act or the Securities Act, as the case may be, and (ii) the rules and regulations of the SEC promulgated thereunder applicable thereto, and each Exchange Act Document did not at the time they were filed (ornot, if amended or superseded by a filing prior to the date hereofand each Securities Act Document will not, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ Except to the Purchasers extent that information contained in any Purchaser SEC Document has been revised or superseded by a correct and complete copy later filed Purchaser SEC Document, as of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under date hereof, none of the Exchange Act for Documents contains and, as of the Closing Date, none of the Purchaser SEC Documents will contain, any period ending on untrue statement of a material fact or after December 31, 2002 (all such reports filed or omit to state any material fact required to be filed by stated therein or necessary in order to make the Seller including all exhibits thereto or incorporated therein by referencestatements therein, the “Recent Reports”). None in light of the information about the Seller or any of its Subsidiaries circumstances under which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is they were made, not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersmisleading.

SEC Documents. The Seller Company is obligated under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") to file reports pursuant to Sections 13 or and 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996Company, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller Company under the Securities Act are hereinafter called the “"SEC Documents”"). The Seller Company has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this AgreementAct. All SEC Documents filed by the Seller Company (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller Company has previously delivered or made available (including via the SEC's ▇▇▇▇▇ filing system) to the Purchasers Purchaser a correct and complete copy of each report which the Seller Company filed with the Securities and Exchange Commission (the “"SEC” " or the “"Commission”") under the Exchange Act for any period ending on or after December 31, 2002 2003 (all such reports filed or required to be filed by the Seller including "Recent Reports," which term includes all exhibits thereto or and all exhibits and other information incorporated therein by reference, reference into the “Recent Reports”). None All of the information about the Seller Company or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not material to the Company has been disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersReports.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934General Partner’s and Parent’s Annual Report on Form 10-K, as amended amended, for the fiscal year ended December 31, 2012 (the “Exchange ActParent 2012 Form 10-K”) to file reports pursuant to Sections 13 ), and all other reports, registration statements, definitive proxy statements or 15(d) thereof (all such reports filed or information statements required to be filed or furnished by the Seller at General Partner or Parent or any date of their Subsidiaries subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller 2010 under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to with the date of this Agreement. All SEC Documents filed by (collectively, the Seller “Parent SEC Documents”) in the form filed, as amended, (i) were prepared in all material respects in accordance complied as to form with the applicable requirements of under the Securities Act or the Exchange Act Act, as the case may be, and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Parent SEC Document (including the related notes and schedules thereto) fairly presents the financial position of the entity or entities to which such balance sheet relates as of its date, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Parent SEC Documents (including any related notes and schedules thereto) fairly presents the results of operations, changes in stockholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year end audit adjustments in the case of unaudited financial statements. The Seller has previously delivered Except for those liabilities that are fully reflected or made available via ▇▇▇▇▇ reserved against in the most recent audited consolidated balance sheet of General Partner and its Subsidiaries contained in the Parent 2012 Form 10-K and, except for liabilities reflected in Parent SEC Documents filed prior to the Purchasers a correct and complete copy date hereof or incurred in the ordinary course of each report which the Seller filed business consistent with the Securities and Exchange Commission (the “SEC” past practices or the “Commission”) under the Exchange Act for any period ending on or after in connection with this Agreement, since December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference2012, the “Recent Reports”). None of the information about the Seller or neither General Partner nor any of its Subsidiaries which has been disclosed any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to the Purchasers herein be set forth on its consolidated balance sheet or in the course of discussions and negotiations with respect hereto notes thereto, other than those which is would not disclosed in reasonably be expected to have a material adverse effect on General Partner’s, Parent’s or Merger Sub’s ability to consummate the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchaserstransactions contemplated hereby.

SEC Documents. (a) The Seller is obligated under Purchaser has filed with or furnished to the Securities Exchange Act of 1934SEC all reports, as amended schedules, forms, statements, registration statements, prospectuses and other documents (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (including all such reports filed or exhibits and financial statements required to be filed or furnished therewith and any other document or information required to be incorporated therein) required by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called or the Exchange Act to be filed or furnished by the Purchaser with the SEC since December 31, 2019 (collectively, together with any documents filed with or furnished to the SEC during such period by the Purchaser to the SEC on a voluntary basis, the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date As of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (its respective date, or, if amended or superseded by a filing prior to the date hereof, then on as of the date of the last such filingamendment, each SEC Document complied when filed or furnished (or, if applicable, when amended) contain in all material respects with the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and none of the SEC Documents when filed or furnished (or, in the case of a registration statement filed under the Securities Act, at the time it was declared effective or subsequently amended) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) The Seller has previously delivered consolidated financial statements of the Purchaser included in the SEC Documents (including, in each case, any notes or made available via ▇▇▇▇▇ to schedules thereto) and all related compilations, reviews and other reports issued by the Purchasers a correct and complete copy of each report which the Seller filed Purchaser’s accountants with the Securities and Exchange Commission respect thereto (the “SEC” or the “CommissionSEC Financial Statements”) (i) have been prepared from the books and records of the Purchaser and its Subsidiaries, which have been maintained in accordance with GAAP, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim financial statements, as may be permitted by Form 10-Q and Regulation S-X under the Exchange Securities Act) and (iii) present fairly, in all material respects, the Purchaser’s consolidated financial position as at the respective dates thereof and the Purchaser’s consolidated results of operations and, where included, consolidated stockholders’ equity and consolidated cash flows for the respective periods indicated, in each case, in conformity with GAAP (except as may be indicated in the notes thereto and except, in the case of the unaudited interim financial statements, (1) as may be permitted by Form 10-Q and Regulation S-X under the Securities Act for any period ending on or after and (2) normal year-end adjustments (none of which are material to the Purchaser and its Subsidiaries, taken as a whole)). Except as permitted by GAAP and disclosed in the SEC Documents, between December 31, 2002 (all such reports filed or required to be filed by 2019 and the Seller including all exhibits thereto or incorporated therein by referencedate hereof, the “Recent Reports”). None Purchaser has not made or adopted any material change in its accounting methods, practices or policies. (c) The Purchaser is, and since December 31, 2019 has been, in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersNasdaq Stock Market.

SEC Documents. Buyer has made available to Seller (by public filing with the Securities and Exchange Commission (the “SEC”) or otherwise) a true and complete copy of each report, form, schedule, document, prospectus, registration statement and definitive proxy statement filed by SUI, together with all certifications required pursuant to the Sarbanes-▇▇▇▇▇ ▇▇▇ ▇▇ 2002, as amended (the “Sarbanes-▇▇▇▇▇ ▇▇▇”), in each case since January 1, 2014 (collectively, the “SEC Documents”). The Seller is obligated SEC Documents were filed with or furnished to the SEC in a timely manner and constitute all reports, forms, schedules, documents, prospectuses, registration statements and definitive proxy statements required to be filed or furnished by SUI under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by ), and the Seller at any date subsequent to rules and regulations promulgated thereunder since January 1, 19962014. As of their respective dates, including all exhibits thereto or, if supplemented, modified or incorporated therein by referenceamended since the time of filing, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to as of the date of this Agreement. All the most recent supplement, modification or amendment, (a) the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents and (iib) did not at none of the time they were filed (or, if amended SEC Documents contained or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller SUI and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) under the Exchange Act) and such disclosure controls and procedures are effective to provide reasonable assurance that material information required to be disclosed by SUI in the reports that it files or submits under the Exchange Act is recorded, processed, 25 summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to SUI’s management as appropriate to allow timely decisions regarding required disclosure. SUI has previously delivered or made available via designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for SUI and its subsidiaries. SUI is in compliance in all material respects with the applicable provisions of the Sarbanes-▇▇▇▇▇ to ▇▇▇ ▇▇▇ the Purchasers a correct applicable listing and complete copy of each report which the Seller filed with the Securities corporate governance rules and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None regulations of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersNew York Stock Exchange.

SEC Documents. The Seller is obligated under Since 1 January, 1999, the Purchaser has timely filed all reports, Schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by documents being referred to 8.1 hereafter as the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “"SEC Documents”"). The Seller Purchaser has filed all reports or other documents required delivered to be filed under each Vendor true and complete copies of the Exchange Act prior to SEC Documents, except for exhibits, Schedules and incorporated documents. As of their respective dates, the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Act and (ii) did not the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed (orwith the SEC, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or misleading None of the statements made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report in any such SEC Documents which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or is required to be filed updated or amended under applicable law has not been so updated or amended. The financial statements of the Purchaser included in the SEC Documents have been prepared in accordance with US generally accepted accounting principles, consistently applied, and the rules and regulations of the SEC during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they do not include footnotes or are condensed or summary statements) and, fairly present in all material respects the consolidated financial position of the Purchaser and any consolidated Purchaser Group Company 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 unaudited statements, to normal, immaterial year-end audit adjustments). Except as set forth in the financial statements or the notes thereto of the Purchaser included in the SEC Documents, the Purchaser has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and (iii) liabilities not required under generally accepted accounting principles to be reflected in such financial statements, in each case of Section (i), (ii) and (iii) next above which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Purchaser and any Purchaser Group Company or to the transactions contemplated hereby or to the Purchaser's Shares. To the extent required by the Seller including all exhibits thereto or incorporated therein by referencerules of the SEC applicable thereto, the “Recent Reports”SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments existing as of the respective date of each such SEC Document (or such other date required by the rules of the SEC) to which the Purchaser or any subsidiary is a party or by which the Purchaser or any subsidiary is bound or to which any of the properties or assets of the Purchaser or any subsidiary is subject (each a "Contract"). None of the information about Purchaser, Purchaser Group Company or, to the Seller or best knowledge of the Purchaser, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a material adverse effect on the Purchaser. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, could become a default by the Purchaser or its Subsidiaries Subsidiary thereunder which has been disclosed to would have a material adverse effect on the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersPurchaser.

SEC Documents. (i) The Seller is obligated under Company has made available to Parent complete and correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed SEC by the Seller at any date subsequent to Company since January 1, 1996, including 2003 (together with all exhibits thereto or information incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Since January 1, 2003, the Company has filed all reports with or furnished to the SEC each report, schedule, form, statement or other documents document or filing required by Law to be filed under the Exchange Act or furnished at or prior to the date time so required. No Subsidiary of this Agreementthe Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. All As of their respective dates, each of the SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act Act, in each case, applicable to such SEC Document, and (ii) did not none of the SEC Documents at the time they were it was filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller Company has previously delivered or made available via to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003, and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal and recurring year-end audit adjustments). Except to the extent disclosed or reserved against the Company’s most recent balance sheet (including the notes thereto) included in the Filed SEC Documents (the “Baseline Balance Sheet”), (A) as of the date of this Agreement, the Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) and (B) since the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except (with respect to this clause (B) only) for liabilities that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. (ii) The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ to Act of 2002 and the Purchasers a correct rules and complete copy of each report which the Seller filed with the Securities and Exchange Commission regulations promulgated thereunder (the collectively, “SEC” or the “CommissionSOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics. (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act for and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any period ending of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or after December 31limited purpose entity or person, 2002 on the other hand, or any “off-balance sheet arrangements” (all as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such reports filed Contract is to avoid disclosure of any material transaction involving, or required to be filed by the Seller including all exhibits thereto or incorporated therein by referencematerial liabilities of, the “Recent Reports”). None of the information about the Seller Company or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course Company’s or any of discussions its Subsidiaries published financial statements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) in compliance with the Exchange Act. (vi) The Company maintains “disclosure controls and negotiations procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersExchange Act.

SEC Documents. The Seller is obligated under PNT has made (and, with respect to -------------------------- such documents filed after the Securities Exchange Act date hereof through the Closing Date, will make) available to SUG a true and complete copy of 1934each report, as amended schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by PNT or PG Energy with the SEC since December 31, 1998 through the Closing Date in substantially the form filed with the SEC (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by "PNT SEC Docu- ments"). As of their respective dates, the Seller at any date subsequent to January 1, 1996PNT SEC Documents, including all exhibits thereto without limitation any financial statements or incorporated therein by referencesched- ules included therein, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”complied (or will comply). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared , in all material respects in accordance with the requirements of the Exchange Securities Act or the Ex- change Act, as the case may be, and (ii) the rules and regulations of the SEC thereunder applicable to such PNT SEC Documents, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filingwill not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances circum- stances under which they were made, not misleading. The Seller has previously delivered audited consolidated financial statements and unaudited interim financial statements of PNT or made available via PG Energy included in the PNT SEC Documents (collectively, the "PNT Financial Statements") were (or will be) prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly pre- sent (or will fairly present) in all material respects the ▇▇▇▇▇ to ▇- cial position of PNT and its Subsidiaries, or PG Energy, as the Purchasers a correct and complete copy case may be, as of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” respective dates thereof or the “Commission”) under results of operations and cash flows for the Exchange Act for any period ending on or after December 31respective periods then ended, 2002 (all such reports filed or required to be filed by as the Seller including all exhibits thereto or incorporated therein by referencecase may be, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or subject, in the course case of discussions and negotiations with respect hereto unaudited interim financial statements, to normal, recurring adjustments which is are not disclosed material in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersaggregate.

SEC Documents. The Seller is obligated under Except as set forth on Schedule 2.5, the Company has filed with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January since September 1, 19961997 (collectively, and in each case including all exhibits and schedules thereto or and documents incorporated therein by referencereference therein, and all documents filed by the Seller under the Securities Act hereinafter called the “"SEC Documents”"). The Seller has filed all reports or other documents required to be filed under As of their respective dates, the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents. As of their respective dates, (iii) did not at none of the time they were SEC Documents (including any and all financial statements included therein) filed (or, if amended or superseded by a filing prior pursuant to the date hereof, then on the date of such filing) contain Securities Act or any rule or regulation thereunder contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) none of the SEC Documents (including any and all financial statements included therein) filed pursuant to the Exchange Act or any rule or regulation thereunder 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. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents (including any and all financial statements included therein) contains any untrue statement of a material fact or omits 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 Seller has previously delivered or made available via ▇▇▇▇▇ to consolidated financial statements of the Purchasers a correct and complete copy of each report which the Seller Company included in all SEC Documents filed with the Securities and Exchange Commission since September 1, 1997 (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, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC” or ), applied on a consistent basis during the “Commission”) under periods involved (except as may be indicated in the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”notes thereto). None The SEC Financial Statements fairly present the consolidated financial position of the information about Company as of the Seller or any dates thereof and the consolidated results of its Subsidiaries which has been disclosed to operations and cash flows for the Purchasers herein or periods then ended (subject, in the course case of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required unaudited quarterly statements, to be so disclosed, and no material non-public information has been disclosed to the Purchasersnormal recurring audit adjustments).

SEC Documents. The Seller is obligated under divine has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the "SEC") since December 31, 1999 (the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by "), as the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by referencecase may be, and all documents filed by the Seller under rules and regulations of the Securities Act hereinafter called SEC promulgated thereunder, and none of the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ Except to the Purchasers extent that information contained in any SEC Document has been revised or superseded by a correct and complete copy of each report which the Seller later document filed with the Securities SEC and Exchange Commission (publicly available prior to the “SEC” date of this Agreement, none of the SEC Documents contains any untrue statement of a material fact or the “Commission”) under the Exchange Act for omits to state any period ending on or after December 31, 2002 (all such reports filed or material fact required to be filed by stated therein or necessary in order to make the Seller including statements therein not misleading. The financial statements of divine included in the SEC Documents comply as to form in all exhibits thereto or incorporated therein by referencematerial respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the “Recent Reports”periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of divine and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year end audit adjustments and the absence of footnotes). None of Except as disclosed in financial statements included in the information about the Seller or SEC Documents, neither divine nor any of its Subsidiaries which subsidiaries has been disclosed any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to the Purchasers herein be set forth on a consolidated balance sheet of divine and its consolidated subsidiaries or in the course of discussions notes thereto and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required can reasonably be expected to be so disclosed, have a material adverse effect on divine and no material non-public information has been disclosed to the Purchasersits subsidiaries taken as a whole.

SEC Documents. No Non-Public Information. The Seller is obligated under COMMON SHARES of the Securities Company are registered pursuant to Section 12(b) of the Exchange Act of 1934, as amended (and the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, Company and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has its subsidiaries have filed all reports or reports, schedules, forms, statements and other documents required to be filed under by it with the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Exchange Act prior Act, including all solicitation statements and registration statements, and any amendments thereto required to have been filed (all of the foregoing including filings incorporated by reference therein being referred to herein as the "SEC DOCUMENTS"). The Company has not directly or indirectly provided, and will not directly or indirectly provide, to the date Purchaser any material non-public information or any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed. As of this Agreement. All their respective dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to rules and regulations of the date hereof, then on SEC promulgated thereunder and none of the date of such filing) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to SEC Documents contain all material information concerning the Purchasers a correct Company and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosedsubsidiaries, and no material non-public information event or circumstance has been disclosed occurred prior to the Purchasersdate hereof or will have occurred on the Closing Date which would require the Company to disclose such event or circumstance in order to make the statements in the SEC Documents not misleading but which has not, or will have not, been so disclosed.

SEC Documents. The Seller is obligated under FHI has made available to BNP a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by FHI with the Securities Exchange Act SEC (other than reports filed pursuant to Section 13(g) of 1934, as amended (the “Exchange Act”), since December 31, 1997 (as such documents have since the time of their filing been amended, the "FHI SEC Documents"), which are all the documents (other than preliminary material and reports required pursuant to Section 13(g) of the Exchange Act) that FHI was required to file reports pursuant to Sections 13 or 15(d) thereof (all with the SEC since such reports filed or required to be filed by date. As of their respective dates of filing with the Seller at any date subsequent to January 1SEC, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All FHI SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and (ii) the rules and regulations of the SEC thereunder applicable to such FHI SEC Documents, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ financial statements of FHI included in the FHI SEC Documents complied as to the Purchasers a correct and complete copy form, as of each report which the Seller filed their respective dates of filing with the Securities SEC, in all material respects with applicable accounting requirements and Exchange Commission with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 28 20 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 Form 10-Q of the SEC” or ) and fairly present in all material respects the “Commission”) under consolidated financial position of FHI and its consolidated Subsidiaries as at the Exchange Act dates thereof and the consolidated results of operations, changes in stockholders' equity and cash flows of such companies for any period ending on or after December 31the periods then ended. All material agreements, 2002 (all such reports filed or contracts and other documents required to be filed by the Seller including all as exhibits thereto or incorporated therein by reference, the “Recent Reports”). None to any of the information about the Seller or any of its Subsidiaries which has FHI SEC Documents have been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersfiled.

SEC Documents. The Seller is obligated under NBC will make available to First National a true and complete copy of each report, schedule, registration statement, and definitive proxy statement filed by NBC with the SEC (other than reports filed pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended 1934 (the “"Exchange Act”")) since December 31, 1994 (as such documents have since the time of their filing been amended, the "NBC SEC Documents"), which are all the documents (other than preliminary material and reports required pursuant to Section 13(d) or 13(g) of the Exchange Act) that NBC was required to file reports pursuant to Sections 13 or 15(d) thereof (all with the SEC since such reports filed or required to be filed by date. As of their respective dates of filings with the Seller at any date subsequent to January 1SEC, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All NBC SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, (the "Securities Act"), or the Exchange Act Act, as the case may be, and (ii) the rules and regulations of the SEC thereunder applicable to such NBC SEC Documents, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ financial statements of NBC included in the NBC SEC Documents complied as to the Purchasers a correct and complete copy form, as to their respective dates of each report which the Seller filed filing with the Securities SEC, in all material respects with applicable accounting requirements and Exchange Commission with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the “notes thereto or, in the case of the unaudited statements, as permitted by 10-Q of the SEC” or ) and fairly present in material respects the “Commission”) under consolidated financial position of NBC and its consolidated subsidiaries as of the Exchange Act dates thereof and the consolidated results of operations, changes in stockholder equity and cash flow of such companies for any period ending on or after December 31the periods then ended. All material agreements, 2002 (all such reports filed or contracts and other documents required to be filed by the Seller including all as exhibits thereto or incorporated therein by reference, the “Recent Reports”). None to any of the information about the Seller or any of its Subsidiaries which has NBC SEC Documents have been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersfiled.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller Prospect has filed all reports or reports, schedules, forms, statements and other documents required to be filed under by Prospect with the SEC since November 13, 2007, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act prior to (the date "Prospect SEC Documents"). As of this Agreement. All its respective filing date, each Prospect SEC Documents filed by the Seller (i) were prepared Document complied in all material respects in accordance with the requirements of the Exchange Act and (ii) the rules and regulations of the SEC promulgated thereunder applicable to such Prospect SEC Document, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ Except to the Purchasers extent that information contained in any Prospect SEC Document has been revised or superseded by a correct and complete copy later filed Prospect SEC Document, none of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” Prospect SEC Documents contains any untrue statement of a material fact or the “Commission”) under the Exchange Act for omits to state any period ending on or after December 31, 2002 (all such reports filed or material fact required to be filed 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 Prospect included in the Prospect SEC Documents (the "Prospect 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, have been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None rules and regulations of the information about SEC) applied on a consistent basis during the Seller or any periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of Prospect as of the dates thereof and the results of its Subsidiaries which has been disclosed operations and cash flows as at the respective dates of and for the periods referred to in such financial statements (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the omission of notes to the Purchasers herein or in extent permitted by Regulation S-X of the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersSEC).

SEC Documents. JHDG has filed all reports, schedules, forms, statements and other documents as required by the U.S. Securities and Exchange Commission (the “SEC”) and JHDG has delivered or made available to Cardinal all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “JHDG SEC Documents”). The Seller is obligated under JHDG SEC Documents complied in all material respects with the requirements of the Securities Act of 19933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by ), as the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by referencecase may be, and all documents filed by the Seller under rules and regulations of the Securities Act hereinafter called SEC promulgated thereunder applicable to such JHDG SEC documents, and none of the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All JHDG SEC Documents filed by the Seller (iincluding any and all consolidated financial statements included therein) were prepared in all material respects in accordance with the requirements of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date as of such filing) contain date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Cardinal prior to the date of this Agreement), none of the JHDG SEC Documents contains any untrue statement of a material fact or omits to state any 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 Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy consolidated financial statements of each report which the Seller filed with the Securities and Exchange Commission JHDG included in such JHDG SEC Documents (the “SEC” or the “CommissionJHDG Financial Statements”) under comply as to form in all material respects with applicable accounting requirements and the Exchange Act published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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) and fairly present the consolidated financial position of JHDG and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for any period ending on or after December 31the periods then ended (subject, 2002 (all such reports filed or required in the case of unaudited quarterly statements, to be filed normal year-end audit adjustments as determined by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”JHDG’s independent accountants). None Except as set forth in the JHDG SEC Documents, at the date of the information about most recent audited financial statements of JHDG included in the Seller or JHDG SEC Documents, neither JHDG nor any of its Subsidiaries which subsidiaries had, and since such date neither JHDG nor any of such subsidiaries has been disclosed to the Purchasers herein incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the course of discussions and negotiations aggregate, could reasonably be expected to have a Material Adverse Effect with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the PurchasersJHDG.

SEC Documents. The Seller is obligated under Parent has made available to the Securities Exchange Act of 1934Company each registration statement, as amended report, proxy statement or information statement (the “Exchange Act”other than preliminary materials) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by Parent with the Seller at SEC since September 30, 1999, each in the form (including exhibits and any date subsequent to January 1amendments thereto) filed with the SEC (collectively, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”"Parent Reports"). The Seller has filed all reports or other documents required to be filed under As of their respective dates, the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller Parent Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ , except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the Purchasers a correct date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Parent Reports (including the related notes and complete copy schedules) fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date, and each report which of the Seller filed consolidated statements of income, cash flows and shareholders' equity of Parent included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the Securities periods involved, except as may be noted therein. Except as reflected in such financial statements, including all notes thereto, and Exchange Commission (except for liabilities incurred in connection with this Agreement, the “SEC” Stock Option Agreements or the “Commission”) under the Exchange Act for any period ending on transactions contemplated hereby or after December 31thereby, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (i) liabilities and obligations arising in the ordinary course of business since the date of such financial statements and (ii) liabilities or obligations which has been disclosed do not have and would not reasonably be expected to the Purchasers herein have, individually or in the course of discussions and negotiations aggregate (together with respect hereto which is not disclosed those described in the Recent Reports is or was required to be so disclosedclause (i)), and no material non-public information has been disclosed to the Purchasersa Parent Material Adverse Effect.

SEC Documents. The Seller is obligated under ONSS has made (and, with respect to such documents filed after the Securities Exchange Act date hereof through the Closing Date, will make) available to USXX a true and complete copy of 1934each report, as amended schedule, registration statement (other than on Form S-8), and definitive proxy 27 29 statement filed by ONSS with the SEC since June 30, 2000 through the Closing Date in substantially the form filed with the SEC (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by "ONSS SEC Documents"). As of their respective dates, the Seller at any date subsequent to January 1, 1996ONSS SEC Documents, including all exhibits thereto without limitation any financial statements or incorporated therein by referenceschedules included therein, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”complied (or will comply when filed). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared , in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and (ii) the rules and regulations of the SEC thereunder applicable to such ONSS SEC Documents, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filingwill not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to audited financial statements and unaudited interim financial statements of ONSS included in the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission ONSS SEC Documents (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by referencecollectively, the “Recent Reports”). None of the information about the Seller "ONSS Financial Statements") were (or any of its Subsidiaries which has been disclosed to the Purchasers herein will be when filed) prepared in accordance with GAAP (except as may be indicated therein or in the course of discussions notes thereto and negotiations except with respect hereto which is not disclosed to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial position of ONSS, as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the Recent Reports is or was required case of unaudited interim financial statements, to be so disclosednormal, and no recurring adjustments which are not material non-public information has been disclosed to in the Purchasersaggregate.

SEC Documents. The Seller is obligated Company has delivered or made available to ADS each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file prepared by it since September 30, 1996, which reports pursuant to Sections 13 or 15(dconstitute all of the documents (other than preliminary material) thereof (all such reports filed or required to be filed by the Seller at Company with the SEC since such date, each in the form (including exhibits and any date subsequent to January 1amendments thereto) filed with the SEC (collectively, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”"Company Reports"). The Seller has filed all reports or other documents required to be filed under As of their respective dates, each of the Exchange Act prior to Company Reports complied and, in the case of filings after the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared hereof, will comply as to form in all material respects in accordance with the applicable requirements of the Securities Act and/or the Exchange Act Act, as the case may be, and (ii) did not at the time rules and regulations thereunder. None of the Company Reports contained, as of the date they were filed (orfiled, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller Company has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (SEC all such reports filed or required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since September 30, 1996. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Seller Company Reports (including the related notes and schedules) fairly present in all exhibits thereto material respects the consolidated financial position of the Company and its Subsidiaries as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), and each of the consolidated statements of income, 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 present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries 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). There are no extraordinary or non-recurring items of income or expense during the periods covered by such financial statements and the consolidated balance sheets of the Company included or incorporated therein by referencedo not reflect any write-up or revaluation increasing the book value of any assets, except in either case as specifically disclosed in the “Recent Reports”)notes thereto. None of Except as and to the information about extent reflected or reserved against in the Seller financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1999 (the "Company Form 10-Q") or as disclosed therein or in the Disclosure Statement, neither the Company nor any of its Subsidiaries had as of such date any liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other and whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), which has been disclosed was material to the Purchasers herein business, assets, results of operations or financial condition of the Company and its Subsidiaries taken as a whole. Except as set forth in the Disclosure Statement, since December 31, 1999, neither the Company nor any Company Subsidiary has incurred any liability or obligation of any kind which, in any case or in the aggregate, is material to the business, assets, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, except in the ordinary course of discussions business. The financial statements of the Company, including the notes thereto, included in or incorporated by reference into the Company Reports comply as to form in all material respects with the published rules and negotiations regulations of the SEC with respect hereto which is not thereto, and have been prepared in accordance with GAAP (except as may be indicated in the notes thereto). Since September 30, 1996, there has been no change in the Company's accounting methods or principles that would be required to be disclosed in the Recent Reports is or was required Company's financial statements in accordance with GAAP, except as described in the notes to be so disclosed, and no material non-public information has been disclosed to the Purchaserssuch Company financial statements.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934RP has furnished CSI each registration statement, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 proxy statement or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1, 1996information statement, including all exhibits thereto thereto, prepared by RP since August 29, 1997, including, without limitation, (a) its Annual Report on Form 10-K for its fiscal year ended May 31, 1998 (the "RP Balance Sheet Date"), which includes the consolidated balance sheet for RP as of such date (the "RP Balance Sheet") and RP's Quarterly Reports on Form 10-Q and Reports on Form 8-K filed since the filing of such Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on October 1, 1998, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the SEC and the items in (a) and (b), the "RP Reports." As of their respective dates, the RP Reports (including, without limitation, any financial statements or schedules included or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”reference therein). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act Act, and the respective rules and regulations thereunder, and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered 1997 and 1998 consolidated financial statements of RP and its Subsidiaries included in or made available via ▇▇▇▇▇ incorporated by reference into the RP Reports (including the related notes and schedules) present fairly, in all material respects, the consolidated financial position of RP at May 31, 1997 and 1998, and the consolidated results of their operations and their cash flows such fiscal years in conformity with GAAP. Except as and to the Purchasers a correct and complete copy of each report which extent set forth on the Seller filed with RP Balance Sheet, including all notes thereto, or as set forth in the Securities and Exchange Commission (the “SEC” RP Reports or the “Commission”) under the Exchange Act for any period ending on or after December 31RP Disclosure Schedule, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or neither RP nor any of its Subsidiaries which has been disclosed to the Purchasers herein any material liabilities or in the course obligations of discussions and negotiations with respect hereto which is any nature (whether accrued, absolute, contingent or otherwise) whether or not disclosed in the Recent Reports is or was required to be so disclosedreflected on, and no material non-public information has been disclosed to the Purchasers.or reserved against in, a consolidated balance sheet of RP prepared in accordance with GAAP, except

SEC Documents. The Seller is obligated under Company has made available to the Securities Exchange Act Purchaser, a true and complete copy of 1934the Company's Annual Report on Form 10-KSB for the year ended December 31, as amended 2006, and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the “Exchange Act”) Company with the SEC during the period commencing on December 31, 2006 and ending on the date hereof. The Company will, promptly upon the filing thereof, also make available to file the Purchaser on its website, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, all statements, reports pursuant to Sections 13 or 15(d) thereof (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such reports filed or materials required to be filed by furnished to the Seller at Purchaser pursuant to this sentence or pursuant to the next preceding sentence of this Section 3.5 being called, collectively, including any date subsequent to amendments thereto, the "SEC Documents"). Since January 1, 19962007, including the Company has timely made all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents filings required to be filed made by it under the Exchange Act prior to and the date securities laws of this Agreementany state, and any rules and regulations promulgated thereunder. All The SEC Documents filed by the Seller (i) were prepared comply in all material respects in accordance with the requirements of the Exchange Act or the Securities Act, as applicable, and (ii) did not at none of the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ , as of their respective filing dates, except to the Purchasers extent corrected by a correct and complete copy of each report which the Seller subsequently filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports SEC Document filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None of the information about the Seller or any of its Subsidiaries which has been disclosed prior to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasersdate hereof.

SEC Documents. (i) The Seller is obligated under Company has made available to Parent, or the Securities Exchange Act Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of 1934the SEC contains in a publicly available format, as amended (complete and accurate copies of all reports, schedules, forms, statements and other documents filed with or furnished to the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed SEC by the Seller at any date subsequent to January Company since October 1, 1996, including 2003 (together with all exhibits thereto or information incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the “"SEC Documents”"). The Seller Company has filed all reports with or furnished to the SEC each report, schedule, form, statement or other documents document or filing required by Law to be filed under or furnished by the Exchange Act prior Company. No Subsidiary is required to file or furnish any report, schedule, form, statement or other document or make any other filing with, or furnish any other material to, the date SEC. As of this Agreement. All their respective dates, each of the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Act, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (ii) did not "SOX"), in each case, to the extent applicable to such SEC Document at the time they were of filing or furnishing, and none of the SEC Documents at the time it was filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ Except to the Purchasers extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a correct and complete copy "Filed SEC Document") has been revised or superseded by a later filed or furnished Filed SEC Document, none of each report the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Seller financial statements (including the related notes) of the Company included in the SEC Documents complied at the time it was filed as to form in all material respects with the Securities applicable accounting requirements and Exchange Commission the published rules and regulations of the SEC with respect thereto in effect at the time of filing, was prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America ("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) and fairly present in accordance with GAAP in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except (x) as set forth or fully reserved against in the most recent financial statements included in the Filed SEC Documents (the “SEC” "Baseline Financials"), or (y) as incurred since the “Commission”date of the most recent balance sheet in the Baseline Financials in the ordinary course of business consistent with past practice, the Company and the Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (ii) The Company is, and has been, in compliance in all material respects with the provisions of SOX applicable to it on or prior to the date hereof and has implemented such reasonable programs and has taken the reasonable steps necessary to ensure the Company's future compliance (not later than the relevant statutory and regulatory deadlines therefore) in all material respects with all provisions of SOX which shall become applicable to the Company after the date hereof. (iii) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX as applicable with respect to the SEC Documents, and the statements contained in such certifications were true and accurate as of the date they were made. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Neither the Company nor any of the Subsidiaries has outstanding, or has arranged any outstanding, "extension of credit" to directors or executive officers of the Company within the meaning of Section 402 of SOX. (iv) Neither the Company nor any of the Subsidiaries is a party to, or has any legally binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of the Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Subsidiaries in the Company's or such Subsidiary's published financial statements or other SEC Documents. (v) The books, records and accounts of the Company, all of which have been made available to Parent upon Parent's request, are complete and correct in all material respects and represent actual, bona fide transactions and have been maintained in all material respects in accordance with customary and reasonable business practices and the requirements of the Exchange Act, the Securities Act, and to the extent in effect, SOX. (vi) The Company's "internal control over financial reporting" (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) is sufficient in all material respects to provide reasonable assurance (A) regarding the reliability of financial reporting and the preparation of financial statements for any period ending external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (C) that receipts and expenditures of the Company are made only in accordance with the authorizations of management and directors of the Company, and (D) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on or after December 31, 2002 the financial statements. (all such reports filed or vii) The Company's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (A) information required to be filed disclosed by the Seller including all exhibits thereto Company in the reports that it files or incorporated therein by referencesubmits under the Exchange Act is recorded, processed, summarized and reported within the “Recent Reports”). None time periods specified in the rules and forms of the SEC and (B) all such information about the Seller or any of its Subsidiaries which has been disclosed is accumulated and communicated to the Purchasers herein Company's management, including its principal executive and principal financial officers, or in the course of discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or was persons performing similar functions, as appropriate to allow timely decisions regarding required to be so disclosed, and no material non-public information has been disclosed to the Purchasersdisclosure.

SEC Documents. The Seller is obligated under FAL has made (and, with respect to -------------------------- such documents filed after the Securities Exchange Act date hereof through the Closing Date, will make) available to SUG a true and complete copy of 1934each report, as amended schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by FAL with the SEC since September 30, 1998 through the Closing Date in substan- tially the form filed with the SEC (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by "FAL SEC Documents"). As of their respective dates, the Seller at any date subsequent to January 1, 1996FAL SEC Documents, including all exhibits thereto without limitation any financial statements or incorporated therein by referenceschedules included therein, and all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”complied (or will comply). The Seller has filed all reports or other documents required to be filed under the Exchange Act prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared , in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and (ii) the rules and regulations of the SEC there- under applicable to such FAL SEC Documents, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filingwill not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via audited ▇▇▇▇▇ to ▇▇▇- dated financial statements and unaudited interim financial state- ments of FAL included in the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission FAL SEC Documents (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by referencecollectively, the “Recent Reports”). None of the information about the Seller "FAL Financial Statements") were (or any of its Subsidiaries which has been disclosed to the Purchasers herein will be) prepared in accordance with GAAP (except as may be indicated therein or in the course of discussions notes thereto and negotiations except with respect hereto which is not disclosed to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present) in all material respects the financial position of FAL and its Subsidiaries, as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the Recent Reports is or was required case of unaudited interim financial statements, to be so disclosednormal, and no recurring adjustments which are not material non-public information has been disclosed to in the Purchasersaggregate.

SEC Documents. The Seller is obligated under Qwest has filed with the Securities and Exchange Commission all reports, schedules, forms, statements and other documents required by the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller at any date subsequent to January 1Qwest since April 18, 19961997 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Qwest SEC Documents"). As of their respective dates, except to the extent revised or incorporated therein superseded by reference, and all documents filed by the Seller under a subsequent filing with the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports and Exchange Commission on or other documents required to be filed under the Exchange Act prior to before the date of this Agreement. All , the Qwest SEC Documents filed by the Seller (i) were prepared Qwest complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and none of the Qwest SEC Documents (iiincluding any and all financial statements included therein) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date Qwest as of such filing) contain dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller consolidated financial statements of Qwest and its consolidated Subsidiaries included in the Qwest SEC Documents, including any amendments thereto, comply as to form 40 in all material respects with applicable accounting requirements and the published rules and regulations of the Securities and Exchange Commission with respect thereto. Qwest has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (as exhibits to the “SEC” Qwest SEC Documents all agreements, contracts and other documents or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or instruments required to be filed by so filed, and such exhibits are true and complete copies of such agreements, contracts and other documents or instruments, as the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”)case may be. None of the information about the Seller or any Subsidiaries of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which Qwest is not disclosed in the Recent Reports is or was required to be so disclosedfile any reports, schedules, statements or other documents with the Securities and no material non-public information has been disclosed to the PurchasersExchange Commission.

SEC Documents. The Seller is obligated under As of their respective dates, each report, schedule, registration statement and definitive proxy statement filed by the Purchaser with the Securities and Exchange Commission (the "SEC") since January 1, 1996 (the "SEC Documents"), complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by and the Seller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, rules and all documents filed by regulations of the Seller SEC under the Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to be filed under and the Exchange Act prior applicable to the date of this Agreement. All such SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements and none of the Exchange Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Except to the extent information contained in any SEC Document has been revised or superseded by a later-filed SEC Document or by a written disclosure delivered by the Purchaser prior to the date of this Agreement, none of the SEC Documents currently contains any untrue statement of 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 Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) under the Exchange Act for any period ending on or after December 31, 2002 (all such reports filed or required to be filed by the Seller including all exhibits thereto or incorporated therein by reference, the “Recent Reports”). None financial statements of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or Purchaser included in the course SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of discussions and negotiations the SEC with respect hereto which is not disclosed thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the Recent Reports is or was required notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to be so disclosednormal, recurring audit adjustments) the consolidated financial position of the Purchaser and no material non-public information has been disclosed to its consolidated subsidiaries as at the Purchasersdates thereof and the consolidated results of their operations and changes in financial position for the periods then ended.