Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. A. Company has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company with the SEC since September 1, 1998. The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company it with the SEC since September January 1, 19981998 (collectively, the "Parent SEC Reports"). The Company SEC Reports (i) were prepared in accordance with the requirements As of the Securities Act or the Exchange Act, as the case may be and (ii) did not at the time respective dates they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing), (i) contain Parent SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) none of Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries No Parent Subsidiary is required to file any reports form, report or other documents document with the SEC. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10Regulation S-Q of the Exchange ActX) and each fairly presents fairly, in all material respects, the consolidated financial position position, results of Company operations and cash flows of the Parent and the Subsidiary consolidated Parent Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not not, or are not expected to be be, material in amount). The balance sheet of the Parent contained in the Parent SEC Reports as of December 31, 2001 is hereinafter referred to as the "Parent Balance Sheet." C. Company (c) Parent has previously heretofore furnished to Parent the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has delivered (or made available on the SEC website) to Parent a correct the Company accurate and complete copy copies of each reportall registration statements, scheduleproxy statements and other statements, registration statement reports, schedules, forms and definitive proxy statement other documents filed by Company Parent with, and all Parent Certifications (as defined below) filed or furnished by Parent with or to, the Securities SEC since the formation of Parent, including all amendments thereto (collectively, the “Parent SEC Documents”). All statements, reports, schedules, forms and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and other documents required to be have been filed or furnished by Company Parent with or to the SEC since September 1, 1998the formation of Parent have been so filed or furnished on a timely basis. The Company SEC Reports As of the time it was filed with or furnished to the SEC: (i) were prepared each of the Parent SEC Documents complied as to form in accordance all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be be); and (ii) did not at none of the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement 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 the light of the circumstances under which they were made, not misleading, except to the extent corrected by the filing or furnishing of the applicable amending or superseding Parent SEC Document. None Each of Company's Subsidiaries the certifications and statements relating to Parent SEC Documents required by: (1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under the Exchange Act; or (3) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) (collectively, the “Parent Certifications”) is required accurate and complete, and complied as to file any reports form and content with all applicable Legal Requirements in effect at the time such Parent Certification was filed with or other documents with furnished to the SEC. B. Each set (b) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning Parent required to be disclosed by Parent in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of consolidated such reports. (c) The financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Company Parent SEC Reports was Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited financial statements, do not contain footnotes as permitted by Form 10-Q of Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) and each fairly presents present in all material respects the consolidated financial position of Company and the Subsidiary at Parent as of the respective dates thereof and the consolidated results of its operations and cash flows of Parent for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amountcovered thereby. C. Company (d) To the knowledge of Parent, Parent’s auditor has previously furnished at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to Parent a complete and correct copy within the meaning of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services (as defined in Section 2(a)(8) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) performed by Parent’s auditors for Parent were approved as required by Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Filings; Financial Statements. A. Company (a) Parent has timely filed and made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports reports, schedules, statements and other documents required to be filed by Company Parent with the SEC since September 1December 31, 19981998 (collectively, the "Parent SEC Reports"). The Company Parent SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be be, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement 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 in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in light of the circumstances under which they were made, not misleading. None of CompanyParent's Subsidiaries is are required to file any reports forms, reports, schedules, statements or other documents with the SEC. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) notes), contained in the Company Parent SEC Reports, including any Parent SEC Reports filed after the date of this Agreement until the Closing, complied, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (except as may be indicated in applied on a consistent basis throughout the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) periods involved and each fairly presents presented the consolidated financial position of Company Parent and the Subsidiary its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. The unaudited balance sheet of Parent as of March 31, 1999 is referred to herein as the "Parent Balance Sheet. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act."

SEC Filings; Financial Statements. A. Company (a) Since January 1, 2010, Parent has made available to Parent filed or furnished on a correct timely basis all forms, reports, schedules, statements, certifications (including all exhibits, amendments and complete copy of each report, schedule, registration statement supplements thereto) and definitive proxy statement filed by Company all other information incorporated therein and other documents with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents that have been required to be filed or furnished, respectively, by Company it under applicable Laws prior to the date hereof. As of the time it was filed with the SEC since September 1(or, 1998. The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement Date, then on the date of such filing) contain (i) each of the Parent 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) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The certifications and statements required by Rule 13a-14 of Company's Subsidiaries is required the Exchange Act, and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act relating to file any reports the Parent SEC Documents are accurate and complete, and complied as to form and content with all applicable Laws as of the date of such filing (or, if amended or other documents with superseded by a filing prior to the SECAgreement Date, then on the date of such filing). B. Each set of consolidated (b) The financial statements (including, in each case, including any related notes theretonotes) contained in the Company Parent SEC Reports was Documents (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto, (ii) were prepared in accordance with GAAP throughout the periods covered (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q or Form 8-K of the Exchange ActSEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount) and each (iii) fairly presents present in all material respects the consolidated financial position of Company Parent and the Subsidiary at its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated Subsidiaries for the periods indicatedcovered thereby. For purposes of this Agreement, except "Parent Balance Sheet" means that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material consolidated balance sheet of Parent and its consolidated Subsidiaries as of December 31, 2011 set forth in amount. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been Parent's Annual Report on Form 10-K filed with the SECSEC and the "Parent Balance Sheet Date" means December 31, but which 2011. No financial statements of any Person other than Parent and the Subsidiaries of Parent included in the consolidated financial statements of Parent are required by GAAP to be filedincluded in the consolidated financial statements of Parent. The books and records of Parent and its Subsidiaries have been, to agreementsand are being, documents or maintained in all material respects in accordance with GAAP and any other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Actapplicable legal and accounting requirements.

SEC Filings; Financial Statements. A. (a) The Company has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are or otherwise transmitted all the forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or transmitted by Company it with or to the SEC since September January 1, 19982005 (such documents filed or otherwise transmitted since January 1, 2005, the “SEC Reports”). The Company As of their respective dates, or, if amended, as of the date of the last such amendment (in the case of SEC Reports (i) were prepared filed or transmitted prior to the date hereof, the date of the last such amendment prior to the date hereof), each of the SEC Reports complied as to form in accordance all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder and the Exchange ActAct and the rules and regulations promulgated thereunder, each as in effect on the case may be and (ii) did not at date so filed. Except to the time they were filed (and if extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of this Agreement their respective dates (and if so amended or superseded, then on the date of such filing) contain subsequent filing (but in the case of SEC Reports filed or transmitted prior to the date hereof, the date of the last such amendment prior to the date hereof)), none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. Each set of (b) The audited and unaudited consolidated financial statements (including, in each case, any including the related notes thereto) contained of the Company included (or incorporated by reference) in the Company SEC Reports, as amended and supplemented (but in the case of SEC Reports was filed or transmitted prior to the date hereof, as amended or supplemented prior to the date hereof) (the “Financial Statements”), have been prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Actthereto) and each fairly presents present in all material respects in conformity with GAAP the consolidated financial position of the Company and the Subsidiary its consolidated Subsidiaries at the respective dates thereof and the consolidated results statements of its operations and operations, cash flows and changes in stockholders’ equity for the periods indicatedindicated therein (subject, except in the case of unaudited financial statements, to normal and recurring year-end audit adjustments, in each case as permitted by GAAP and the applicable rules and regulations promulgated by the SEC). (c) The Company has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that is designed to provide reasonable assurances regarding the unaudited interim reliability of financial reporting and the preparation of its consolidated financial statements were for external purposes in accordance with GAAP. The Company has implemented and maintains disclosure controls and procedures (as required by Rule 13a-15(a) of the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports it files or are subject submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s rules and forms. The Company has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to normal adjustments which were not the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or are not operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to be material adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in amount. C. the Company’s internal controls over financial reporting. Prior to the date hereof, the Company has previously furnished made available to Parent a complete reasonable and correct copy materially accurate summary of any amendments or modificationssuch disclosures made by management to the Company’s auditors and the audit committee of the Company Board since January 1, which have not yet been filed 2007. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the SECrequirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, but which 2007, and such assessment concluded that such controls were effective. (d) Neither the Company nor any of its Subsidiaries has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, known or unknown, whether due or to become due, that are required to be filedrecorded or reflected on a balance sheet under GAAP, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant than liabilities (i) as and to the Securities Act extent reflected or reserved against on the Exchange Act.Audited Balance Sheet or in the notes thereto, (ii) incurred in the ordinary course of business since

SEC Filings; Financial Statements. A. (a) The Company has made available delivered to Parent Buyer (or Buyer has otherwise obtained) a correct complete and complete accurate copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission ("SEC") since September 1SEC on or after February 28, 1998 1996 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by the Company with the SEC since September 1on or after February 28, 19981996. The Company SEC Reports (i) were prepared complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be be, at and (ii) did not at as of the time times they were filed (and or, if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) and (ii) did not at and as of the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of consolidated the sets of financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports and the set of the Company's unaudited interim financial statements as of and for the period ended April 4, 1999 including the Company's unaudited consolidated balance sheet as of April 4, 1999 (the "April 4, 1999 Balance Sheet") that are attached to the Company Disclosure Schedule (collectively, the "Past Financial Statements") was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Actthereto) and each fairly presents the consolidated financial position of the Company and the Subsidiary Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that (i) the quarterly unaudited interim financial statements included in the Past Financial Statements were or are subject to normal year-end audit adjustments which were not or are not expected to be material in amountamount and (ii) the unaudited interim financial statements as of and for the period ended April 4, 1999 included in the Past Financial Statements are subject to normal year-end audit adjustments and do not contain footnotes. C. (c) The Company has previously furnished to Parent Buyer a complete and correct accurate copy of any amendments or modifications, which modifications that have not yet been filed with the SEC, but which are required to be filed, SEC to agreements, documents or other instruments which previously had that have been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports reports, schedules, statements and other documents required to be filed by Company Parent with the SEC since September 1November 30, 19981998 (collectively, the "Parent SEC Reports"). The Company Parent SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be be, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement 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 in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in light of the circumstances under which they were made, not misleading. None of CompanyParent's Subsidiaries is are required to file any reports forms, reports, schedules, statements or other documents with the SEC. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) notes), contained in the Company Parent SEC Reports, including any Parent SEC Reports filed after the date of this Agreement until the Closing, complied, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (except as may be indicated in applied on a consistent basis throughout the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) periods involved and each fairly presents presented the consolidated financial position of Company Parent and the Subsidiary its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company has made available to Parent a correct (a) CBS and complete copy of each report, schedule, registration statement and definitive proxy statement Infinity have filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company it with the SEC since September 1from December 31, 19981996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The Company CBS SEC Reports Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the requirements of the Securities Act or Act, and the Exchange Act, as the case may be be, and the rules and regulations thereunder, (ii) did not at the time they were filed (and if amended filed, or superseded by a filing prior to will not at the date of this Agreement then on the date of such filing) time they are 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 made therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is , and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to file any reports or other documents with be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the SECperiodic reporting requirements of the Exchange Act. B. (b) Each set of consolidated the financial statements (including, in each case, any related notes thereto) contained in the Company CBS SEC Reports and each of the financial statements to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time was or will be prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto orthereto) and each fairly presented in all material respects or will fairly present in all material respects the consolidated financial position, results of operations and cash flows of CBS and its subsidiaries as at the respective dates thereof and for the respective periods indicated therein in accordance with United States generally accepted accounting principles (subject, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or and are not expected to be material in amountmaterial). C. Company (c) Except as and to the extent set forth in the CBS SEC Reports, CBS and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which, individually or in the aggregate, would not have a CBS Material Adverse Effect. (d) CBS has previously heretofore furnished to Parent a Viacom complete and correct copy copies of any all material amendments or modifications, which and modifications that have not yet been filed by CBS or Infinity with the SEC, but which are required SEC to be filed, to all agreements, documents or and other instruments which that previously had been filed by Company CBS or Infinity with the SEC pursuant to the Securities Act or the Exchange Actand are currently in effect.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports reports, statements and documents required to be filed by Company with the SEC since September 1December 31, 1998. The Company 2010 (the “Parent SEC Reports (i) were prepared Reports”), each of which has complied in accordance all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange ActAct and the rules and regulations promulgated thereunder, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations thereunder, each as in effect on the case may be and (ii) did not at date so filed, except to the time they were filed (and if amended extent updated, amended, restated or superseded corrected by a filing subsequent Parent SEC Report filed or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof (each, a “Parent Filed SEC Report”). None of this Agreement then on the Parent SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed or currently contains, and any Parent SEC Reports filed with the SEC subsequent to the date of such filing) contain hereof will not contain, any untrue statement of a material fact or omit omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required , except to file any reports the extent updated, amended, restated or other documents with the SECcorrected by a subsequent Parent Filed SEC Report. B. Each set (b) Except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report, all of consolidated the financial statements (includingincluded in the Parent SEC Reports, in each case, including any related notes thereto) contained , as filed with the SEC (those filed with the SEC are collectively referred to as the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the Company published rules of the SEC Reports was with respect thereto and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements as may be permitted by Regulation S-X or Regulation S-K, as applicable and subject, in the case of the unaudited statements, do to normal, year-end audit adjustments which are not contain footnotes reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect). The consolidated balance sheets (including the related notes) included in such Parent Financial Statements (if applicable, as permitted by Form 10-Q of the Exchange Actupdated, amended, restated or corrected in a subsequent Parent Filed SEC Report) and each fairly presents present, in all material respects, the consolidated financial position of Company Parent and the Subsidiary Parent Subsidiaries at the respective dates thereof thereof, and the consolidated results statements of its operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of Parent and the Parent Subsidiaries for the periods indicated, except that subject, in the case of the unaudited interim financial statements were or are subject statements, to normal normal, year-end audit adjustments which were not or are not reasonably expected to be material have, individually or in amountthe aggregate, a Parent Material Adverse Effect. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Buyer has made available to Parent a correct filed or furnished all registration statements, reports, schedules and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and other documents required to be filed or furnished by Company it or any of its Subsidiaries with the SEC since September 1December 31, 19982003 (collectively, including any amendments thereto, the “Buyer SEC Reports”). The Company As of their respective filing dates (or, if amended, as of the date of such amendment), Buyer SEC Reports (i) were prepared in accordance with with, and complied in all material respects with, the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and none of Buyer SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be and (ii) did not at stated therein or necessary to make the time statements made therein, in light of the circumstances under which they were filed (and if amended or superseded made, not misleading, except to the extent corrected by a filing Buyer SEC Report filed subsequently (but prior to the date hereof). Buyer has made available to the Company complete and correct copies of all amendments and modifications effected prior to the date of this Agreement then that have not yet been filed by Buyer with the SEC but which are required to be filed. Buyer has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and Buyer and any of its Subsidiaries, on the other, since December 31, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of Buyer. To the knowledge of Buyer, as of the date hereof, none of such filingBuyer SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the financial statements (including the related notes and schedules) of Buyer included in, or incorporated by reference into, Buyer SEC Reports (the “Buyer Financials”) complies in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited financial statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes). Buyer has no current intention to correct or restate, and to the knowledge of Buyer, there is not any basis to correct or restate any of Buyer Financials. Buyer has not had any disagreements with any of its auditors regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. (b) None of the information supplied or to be supplied by or on behalf of Buyer and Merger Sub for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, 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 therein, in the light of the circumstances under which they were are made, not misleading. None of Company's the information supplied or to be supplied by or on behalf of Buyer and Merger Sub for inclusion or incorporation by reference in the Prospectus/Proxy Statement, will, at the time the Prospectus/Proxy Statement is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the Company Stockholders Meeting any fact or event relating to Buyer or Merger Sub or any of their Affiliates which should be set forth in an amendment or supplement to the Prospectus/Proxy Statement should be discovered by Buyer or should occur, Buyer shall, promptly after becoming aware thereof, inform the Company of such fact or event. Notwithstanding the foregoing, no representation or warranty is made by Buyer or Merger Sub with respect to statements made or incorporated by reference therein about the Company and its Subsidiaries and Affiliates supplied by the Company for inclusion or incorporation by reference in the Registration Statement or the Prospectus/Proxy Statement. (c) Buyer maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act to ensure that all material information concerning Buyer and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Buyer’s filings with the SEC and other public disclosure documents, and all such material information that is required to file any be disclosed by Buyer in the reports that it files or other documents with submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC. B. Each set ’s rules and forms. Buyer has established and maintains a system of internal controls over financial reporting required by Rules 13a-15(f) or 15d-15(f) of the Exchange Act sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with GAAP including policies and procedures that (except i) require the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Buyer and its Subsidiaries, (ii) provide reasonable assurance that material information relating to Buyer and its Subsidiaries is promptly made known to the officers responsible for establishing and maintaining the system of internal controls, (iii) provide assurance that transactions are recorded as may be indicated necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Buyer and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Board of Directors of Buyer, (iv) provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization, (v) provide reasonable assurance that the reporting of assets is compared with existing assets at regular intervals and appropriate action is taken with respect to any differences, (vi) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Buyer and its Subsidiaries and (vii) provide assurance that any significant deficiencies or material weaknesses in the notes thereto ordesign or operation of internal controls which are reasonably likely to materially and adversely affect the ability to record, process, summarize and report financial information, and any fraud, whether or not material, that involves Buyer’s management or other employees who have a role in the case preparation of unaudited statementsfinancial statements or the internal controls utilized by Buyer and its Subsidiaries, do not contain footnotes are adequately and promptly disclosed to Buyer’s independent auditors and the audit committee of Buyer’s Board of Directors. Buyer has disclosed, based on its most recent evaluations, to Buyer’s outside auditors and the audit committee of Buyer’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as permitted by Form 10-Q of defined in Rule 13a-15(f) under the Exchange Act) which are known to Buyer and each fairly presents (B) any fraud, whether or not material, known to Buyer that involves management or other employees who have a role in the consolidated financial position preparation of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. C. Company has previously furnished to Parent a complete Buyer’s internal control over financial reporting. The principal executive officer and correct copy principal financial officer of any amendments or modifications, which Buyer have not yet been filed with made all certifications required by the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company Parent with the Securities and Exchange Commission ("SEC") since September 1, 1998 SEC (the "Company “Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Company Parent with the SEC since September 1, 1998prior to the date of this Agreement. The Company As of their respective dates the Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be 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 (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of Company's Subsidiaries is required to file any reports or time other documents with than the SECtime they were filed. B. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in Parent SEC Reports, including each Parent SEC Report filed after the Company date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC Reports with respect thereto, was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Company and the Subsidiary Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal adjustments which were not or are not expected to be material in amounthave a Material Adverse Effect on Parent taken as a whole. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Each of Menlo and Menlo Merger Sub has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports reports, statements and documents required to be filed by Company with the SEC since September 1January 25, 19982018 (together with Menlo S-1, the “Menlo SEC Reports”). The Company Each Menlo SEC Reports (i) were prepared Report has complied in accordance all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange ActAct and the rules and regulations promulgated thereunder, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder, each as in effect on the case may be and (ii) did not at date so filed, except to the time they were filed (and if amended extent updated, amended, restated or superseded corrected by a filing subsequent Menlo SEC Report filed or furnished to the SEC by Menlo, and in either case, publicly available prior to the date hereof (each, a “Menlo Filed SEC Report”). None of this Agreement then on the Menlo SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed or currently contains, and any Menlo SEC Reports filed with the SEC subsequent to the date of such filing) contain hereof will not contain, any untrue statement of a material fact or omit omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required , except to file any reports the extent updated, amended, restated or other documents with the SECcorrected by a subsequent Menlo Filed SEC Report. B. Each set (b) Except to the extent updated, amended, restated or corrected by a subsequent Menlo Filed SEC Report, all of consolidated the financial statements (includingincluded in the Menlo SEC Reports, in each case, including any related notes thereto) contained , as filed with the SEC (those filed with the SEC are collectively referred to as the “Menlo Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the Company published rules of the SEC Reports was with respect thereto and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as may be permitted by Form 10-Q of the Exchange ActSEC and subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments which are not reasonably expected to have, individually or in the aggregate, a Menlo Material Adverse Effect). The consolidated balance sheets (including the related notes) and each included in such Menlo Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Menlo Filed SEC Report) fairly presents present, in all material respects, the consolidated financial position of Company Menlo and the Subsidiary Menlo Merger Sub at the respective dates thereof thereof, and the consolidated results statements of its operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Menlo Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Menlo Filed SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of Menlo and Menlo Merger Sub for the periods indicated, except that subject, in the case of the unaudited interim statements, to normal, recurring year-end audit adjustments which are not reasonably expected to have, individually or in the aggregate, a Menlo Material Adverse Effect. (c) Except for (i) Liabilities that are reflected, or for which reserves were established, on the audited consolidated balance sheet of Menlo as of December 31, 2018, (ii) Liabilities incurred in the ordinary course of business and consistent with past practice since December 31, 2018 and (iii) Liabilities that are disclosed in the Menlo SEC Reports, Menlo does not have any material Liabilities, in each case required by GAAP to be reflected or reserved against in the consolidated balance sheet of Menlo (or disclosed in the notes to such balance sheet). (d) Each of the principal executive officer of Menlo and the principal financial officer of Menlo (or each former principal executive officer of Menlo and each former principal financial officer of Menlo, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Menlo SEC Reports, and the statements contained in such certifications are true and accurate. Menlo does not have any outstanding, and has not arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (i) Menlo maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements were in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Menlo’s assets. (ii) Menlo’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are subject reasonably designed to normal adjustments which were not or are not expected ensure that all information (both financial and non-financial) required to be material disclosed by Menlo in amount. C. Company has previously furnished to Parent a complete the reports that it files or submits under the Exchange Act is recorded, processed, summarized and correct copy reported within the time periods specified in the rules and forms of any amendments or modifications, which have not yet been filed with the SEC, but which are and that all such information is accumulated and communicated to Menlo’s management as appropriate to allow timely decisions regarding required disclosure and to be filedmake the certifications of the chief executive officer and chief financial officer of Menlo required under the Exchange Act with respect to such reports. (iii) Menlo is not a party to, and has no commitment to agreementsbecome a party to, documents any joint venture, off-balance sheet partnership or any similar contract, including any contract or arrangement relating to any transaction or relationship between or among Menlo and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Menlo in Menlo’s published financial statements or other instruments Menlo SEC Reports. (iv) Since December 31, 2018, Menlo has not received any oral or written notification of any (x) “significant deficiency” or (y) “material weakness” in Menlo’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which previously had Menlo’s independent accountants certify has not been filed appropriately and adequately remedied by Company with the SEC pursuant to the Securities Act or the Exchange ActMenlo.

SEC Filings; Financial Statements. A. Company (a) RLLT has made available to Parent the Stockholders a correct and complete copy copy, or there has been available on the E▇▇▇▇ system maintained by the U.S. Securities and Exchange Commission (the “SEC”), copies of each report, schedule, registration statement and definitive proxy statement filed by Company RLLT with the Securities and Exchange Commission ("SEC") since September 1, 1998 SEC for the 10 years prior to the date of this Agreement (the "Company “RLLT SEC Reports"”), which which, to RLLT’s knowledge, are all the forms, reports and documents required to be filed by Company RLLT with the SEC since September 1for the 10 years prior to the date of this Agreement. As of their respective dates, 1998. The Company to RLLT’s knowledge, the RLLT SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be be, and the rules and regulations of the SEC thereunder applicable to such RLLT SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company RLLT SEC Reports was comply 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 U.S. generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of promulgated under the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Company and the Subsidiary RLLT at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be have a material adverse effect on: (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business of RLLT; or (ii) the ability of RLLT to perform its obligations hereunder, but, to the extent applicable, shall exclude any circumstance, change or effect to the extent resulting or arising from: (A) any change in amountgeneral economic conditions in the industries or markets in which RLLT operates so long as RLLT is not disproportionately (in a material manner) affected by such changes; (1) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack so long as RLLT is not disproportionately (in a material manner) affected by such changes; (2) changes in United States generally accepted accounting principles, or the interpretation thereof; or (3) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation of the transactions contemplated hereby (a “RLLT Material Adverse Effect”). C. Company (c) As of the date of all balance sheets included in the RLLT SEC Reports, except as and to the extent reflected or reserved against therein, RLLT had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with U.S. generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of RLLT, in accordance with U.S. generally accepted accounting principles. All statements of operations, stockholders’ equity and cash flows included in the RLLT SEC Reports reflect fairly the information required to be set forth therein by U.S. generally accepted accounting principles. (d) For the 36 month period prior to the date of this Agreement, RLLT has previously furnished maintained a system of internal accounting controls sufficient to Parent a provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain asset accountability, (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 the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) RLLT has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (f) RLLT has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (g) The books and records, financial and otherwise, of RLLT are in all material aspects complete and correct copy of any amendments or modifications, which and have not yet been filed maintained in accordance with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Actgood business and accounting practices.

SEC Filings; Financial Statements. A. Company (a) Triangle has filed and made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are Centura all the forms, reports reports, and documents required to be filed by Company Triangle with the SEC since September 1December 31, 19981995 (collectively, the "Triangle SEC Reports"). The Company Triangle SEC Reports (i) were prepared at the time filed, complied in accordance all Material respects with the applicable requirements of the Securities 1933 Act or and the Exchange 1934 Act, as the case may be be, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein in such Triangle SEC Reports or necessary in order to make the statements thereinin such Triangle SEC Reports, in light of the circumstances under which they were made, not misleading. None Except for Triangle Subsidiaries that are registered as a broker, dealer, or investment advisor or filings required due to fiduciary holdings of Companythe Triangle Subsidiaries, none of Triangle's Subsidiaries is required to file any reports forms, reports, or other documents with the SEC. B. (b) Each set of consolidated financial statements the Triangle Financial Statements (including, in each case, any related notes theretonotes) contained in the Company Triangle SEC Reports, including any Triangle SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all Material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements, or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) SEC), and each fairly presents presented or will fairly present the consolidated financial position of Company Triangle and the Subsidiary its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material Material in amountamount or effect. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) TCBX has timely filed and made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are Keystone all the forms, reports reports, and documents required to be filed by Company TCBX with the SEC since September 1December 31, 19982022 (collectively, the “TCBX SEC Reports”). The Company TCBX SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be be, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement 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 in such TCBX SEC Reports or necessary in order to make the statements thereinin such TCBX SEC Reports, in light of the circumstances under which they were made, not misleading. None Except for any Subsidiaries of Company's TCBX that are registered as a broker, dealer or investment advisor or filings required due to fiduciary holdings of such Subsidiaries of TCBX, no Subsidiary of TCBX is required to file any forms, reports or other documents with the SEC. B. Each set of consolidated (b) The financial statements (including, in each case, any related notes thereto) of TCBX contained in the Company TCBX SEC Reports, including any TCBX SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) SEC), and each fairly presents presented or will fairly present the consolidated financial position of Company TCBX and the Subsidiary its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountamount or effect. C. Company has previously furnished (c) TCBX’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to Parent a complete ensure that all material information (both financial and correct copy non-financial) required to be disclosed by TCBX 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 any amendments or modifications, which have not yet been filed with the SEC, but which are and that all such information is accumulated and communicated to TCBX’s management as appropriate to allow timely decisions regarding required disclosure and to be filedmake the certifications of the Chief Executive Officer and Chief Financial Officer of TCBX required under the Exchange Act with respect to such reports. TCBX has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to agreementsTCBX’s auditors and the audit committee of the TCBX Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect TCBX’s ability to record, documents process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other instruments which previously had been filed employees who have a significant role in TCBX’s internal controls over financial reporting. (d) Each of the principal executive officer and the principal financial officer of TCBX (or each former principal executive officer and each former principal financial officer of TCBX, as applicable) has made all certifications required by Company Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the SOA with the SEC pursuant respect to the Securities Act TCBX SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. Neither TCBX nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the SOA) any “extensions of credit” (within the meaning of Section 402 of the SOA) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of TCBX or any of its Subsidiaries. TCBX is otherwise in compliance, in all material respects, with all applicable provisions of the SOA. (e) The books and records kept by TCBX and its Subsidiaries are in all material respects complete and accurate and have been maintained in the ordinary course of business and in accordance with applicable Law and accounting requirements. The financial statements of TCBX included in the TCBX SEC Reports have been prepared from, and are in accordance with, the books and records of TCBX and its Subsidiaries.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company it with the SEC since September 1at least December 31, 1995. Parent has heretofore delivered to the Company, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal year ended April 30, 1998 and its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1998, (ii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since December 31, 1997, (iii) all other reports or registration statements (other than Reports on Form 10-Q and Reports on Form 3, 4 or 5 filed on behalf of affiliates of the Parent) filed by Parent with the SEC since December 31, 1997 and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC (collectively, the "Parent SEC Reports"). The Company Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Actthereto) and each fairly presents in all material respects the consolidated financial position of Company Parent and the Subsidiary its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were and such statements do not or are not expected to be material in amountcontain notes thereto. C. Company (c) Parent has previously heretofore furnished to Parent the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each reportfiled all required reports, scheduleschedules, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports statements and other documents required to be filed by Company with the SEC since September 1December 31, 19982004 (such documents, together with any documents filed during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent SEC Reports”). The Company As of their respective filing dates, the Parent SEC Reports (i) were prepared complied as to form in accordance all material respects with the requirements of the Securities Act or Act, the Exchange ActAct and SOX applicable to such Parent SEC Reports, as and none of the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Parent has made available to the Company complete and correct copies of Company's Subsidiaries is all amendments and modifications effected prior to the date of this Agreement that have not yet been filed by Parent with the SEC but which are required to file any reports or other documents with be filed. Parent has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and Parent, on the other, since December 31, 2004, including all SEC comment letters and responses to such comment letters by or on behalf of Parent. To the knowledge of Parent, as of the date hereof, none of the Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. B. Each set of consolidated (b) The financial statements (including, in each case, any including the related notes theretoand schedules) contained in of Parent included in, or incorporated by reference into, the Company Parent SEC Reports was (the “Parent Financials”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and present fairly, in all material respects, the consolidated financial position of Parent 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, do to year-end audit adjustments). Except as set forth in the Parent SEC Reports, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice and liabilities and obligations under this Agreement or incurred in connection with the Transactions, Parent has material no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP, consistently applied, to be set forth on a consolidated balance sheet of Parent or in the notes thereto. Parent has no current intention to correct or restate, and to the knowledge of Parent, there is not contain footnotes any basis to correct or restate any of the Parent Financials. Parent has not had any disagreement with any of its auditors regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. (c) Each of the principal executive officer of Parent and the principal financial officer of Parent has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Reports, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Parent has no outstanding, or has not arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (d) Parent has established and maintains a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and preparation of financial statements (including the Parent Financials) for external purposes in accordance with GAAP, consistently applied, including policies and procedures that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (iv) provide reasonable assurance that material information relating to Parent is promptly made known to the officers responsible for establishing and maintaining the system of internal controls; (v) provide reasonable assurance that transactions are recorded as permitted necessary to permit preparation of financial statements in accordance with GAAP, consistently applied, and that receipts and expenditures of Parent are being made only in accordance with appropriate authorizations of management and Parent’s board of directors; (vi) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and (vii) provide reasonable assurance that any significant deficiencies or material weaknesses in the design or operation of internal controls which are reasonably likely to materially and adversely affect the ability to record, process, summarize and report financial information, and any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal controls utilized by Form 10-Q Parent, are adequately and promptly disclosed to Parent’s independent auditors and the audit committee of Parent’s board of directors. (e) Parent “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 all information (both financial and each fairly presents the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected non-financial) required to be material disclosed by Parent in amount. C. Company has previously furnished to Parent a complete the reports that it files or submits under the Exchange Act is recorded, processed, summarized and correct copy reported within the time periods specified in the rules and forms of any amendments or modifications, which have not yet been filed with the SEC, but which are and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to be filedmake the certifications of the chief executive officer and chief financial officer of Parent required under the Exchange Act with respect to such reports. Parent has disclosed, based on its most recent evaluations, to agreements, documents Parent’s outside auditors and the audit committee of Parent’s board of directors (A) all significant deficiencies and material weaknesses in the design or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which are known to Parent and (B) any fraud, whether or not material, known to Parent that involves management or other employees who have a role in the preparation of financial statements or Parent’s internal control over financial reporting.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent the Company and the Stockholder the CI Stockholders and Lim a correct and complete copy of each report, schedule, report and registration statement and definitive proxy statement filed by Company Parent with the Securities and Exchange Commission ("SEC") since September 1, 1998 SEC (the "Company “Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Company Parent with the SEC since September 1, 1998prior to the date of this Agreement. The Company All Parent SEC Reports required to be filed by Parent in the twelve (12) month period prior to the date of this Agreement were filed in a timely manner. As of their respective dates the Parent SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be 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 (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning any Parent SEC Report as of Company's Subsidiaries is required any time other than the date or period with respect to file any reports or other documents with the SECwhich it was filed. B. Each (b) Except as set forth in Schedule 3.7(b), each set of consolidated financial statements (including, in each case, any related notes thereto) contained in Parent SEC Reports, including each Parent SEC Report filed after the Company date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC Reports with respect thereto, was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q QSB of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Company and the Subsidiary Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal adjustments which were not or are not expected to be material in amounthave a Material Adverse Effect on Parent taken as a whole. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent the Company and the stockholders a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company Parent with the Securities and Exchange Commission ("SEC") since September 1, 1998 SEC (the "Company “Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Company Parent with the SEC since September 1, 1998prior to the date of this Agreement. The Company As of their respective dates the Parent SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be 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 (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of Company's Subsidiaries is required to file any reports or time other documents with than the SECtime they were filed. B. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in Parent SEC Reports, including each Parent SEC Report filed after the Company date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC Reports with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q QSB of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Company and the Subsidiary Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal adjustments which were not or are not expected to be material in amounthave a Material Adverse Effect on Parent taken as a whole. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company it with the Securities and Exchange Commission (the “SEC”) since January 1, 2008 through the date of this Agreement (collectively, the “Parent SEC Reports”). As of the time it was filed with the SEC since September 1(or, 1998. The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) contain each of the Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as the case may be); and (ii) none of the Parent SEC Reports and none of Parent’s written submissions to the NYSE Amex (“AMEX”) 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. Parent has timely filed all reports and material required to be filed pursuant to Section 13, 14 and 15(d) of the Exchange Act during the twelve months prior to the date of this Agreement. (b) Parent will promptly make available to the Company any Parent SEC Reports and written submissions to AMEX filed between the date hereof and the Effective Time. None of Company's Subsidiaries is such Parent SEC Reports or AMEX submissions, as of their respective dates (as amended through the date hereof), contained or, with respect to the Parent SEC Reports or AMEX submissions filed after the date hereof, will contain any untrue statement of material fact or omitted or, with respect to the Parent SEC Reports or AMEX submissions filed after the date hereof, will omit to state a material fact required to file any reports or other documents with the SECbe stated therein. B. Each set of (c) The consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was Documents (the “Parent Financial Statements”): (i) were prepared in accordance with GAAP (generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes thereto or, to such financial statements and (in the case of unaudited statements, do not contain footnotes ) as permitted by Form 10-Q of the Exchange ActSEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (ii) and each fairly presents present the consolidated financial position of Company Parent and the Subsidiary at its subsidiaries as of the respective dates thereof and the consolidated results of operations of Parent and its operations and cash flows subsidiaries for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amountcovered thereby. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports reports, statements, schedules and other documents required to be filed by Company it with the SEC since September 1December 31, 19982005 (collectively, the “Parent SEC Reports”). The Company Parent SEC Reports (i) at the time they were prepared filed or, if amended, as of the date of such amendment, complied in accordance all material respects with the all applicable requirements of the Securities Act Act, or the Exchange Act, as the case may be be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent Parent SEC Report filed with or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof (each, a “Parent Filed SEC Report”) and (ii) did not not, at the time they were filed (and filed, or, if amended or superseded by a filing prior to the date amended, as of this Agreement then on the date of such filing) amendment, 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, except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report. None of Company's Subsidiaries No Parent Significant Subsidiary is required to file any reports form, report or other documents document with the SEC. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports (or if amended prior to the date of this Agreement, as amended) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange ActSEC) and each fairly presents presents, in all material respects, the consolidated financial position position, results of Company operations and the Subsidiary cash flows of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated results balance sheet of Parent and its consolidated subsidiaries as at March 31, 2008, including the notes thereto, neither Parent nor any of its operations and cash flows for the periods indicatedsubsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except that for liabilities and obligations, (i) incurred in the unaudited interim financial statements were ordinary course of business consistent with past practice since ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) relating to payment or are subject to normal adjustments performance obligations under contracts in accordance with the terms and conditions thereof which were not or are not expected required by GAAP to be material reflected on a regularly prepared balance sheet, (iii) incurred in amountconnection with this Agreement or the transactions contemplated hereby, or (iv) that would not have a Parent Material Adverse Effect. C. Company (d) Parent has previously furnished timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes Oxley Act of 2002) with respect to any Parent a complete SEC Report. (e) Parent maintains disclosure controls and correct copy of any amendments procedures required by Rule 13a-15 or modifications, which have not yet been filed with Rule 15d-15 under the SEC, but which Exchange Act; such controls and procedures are designed to ensure that all material information concerning Parent and its subsidiaries that is required to be fileddisclosed in Parent’s SEC filings and other public disclosures is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. As used in this Section 5.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (f) Parent maintains a standard system of accounting established and administered in accordance with GAAP. Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance 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 or any other criteria applicable to such statements 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 the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (g) Since December 31, 2004, (i) neither Parent nor any of its subsidiaries nor, to agreementsthe knowledge of Parent, documents any director, officer, employee, auditor, accountant or other instruments representative of Parent or any of its subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of 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, (ii) 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 subsidiaries, directors, employees or agents to the Parent Board or any committee thereof or to any director or officer of Parent, and (iii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Parent Board or any committee thereof that could have a material effect on accounting or revenue recognition. (h) Except in response to any inquiries or interrogatories described in Section 5.07(i), to the knowledge of Parent, no employee of Parent or any of its subsidiaries is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by Parent or any of its subsidiaries the outcome of which previously had been filed is, as of the date hereof, reasonably likely to be materially adverse to Parent and its subsidiaries, taken as a whole. (i) Parent is not in receipt of any non-routine inquiries or interrogatories, whether in writing or, to the knowledge of Parent, otherwise or, to the knowledge of Parent, is not the subject of any investigation, audit, review or hearing by Company with or in front of (A) the SEC pursuant or the NYSE, with respect to any of the Parent SEC Reports or any of the information contained therein, or (B) any other Governmental Authority, with respect to the Securities Act conduct by Parent or any of its subsidiaries of its business or any aspect thereof the Exchange Actoutcome of which is, as of the date hereof, reasonably likely to be materially adverse to Parent and its subsidiaries, taken as a whole.

SEC Filings; Financial Statements. A. Company (i) The Borrower Parent has delivered or made available to Parent a correct the Lender accurate and complete copy copies of each reportall registration statements, scheduleproxy statements and other statements, registration statement reports, schedules, forms and definitive proxy statement other documents filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company Borrower Parent with the SEC since September January 1, 19982009, and all amendments thereto (the “SEC Documents”). The Company SEC Reports (i) were prepared in accordance To the Borrower’s and the Borrower Parent’s knowledge, as of the time it was filed with the requirements of the Securities Act or the Exchange ActSEC (or, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement Drawdown Date, then on the date of such filing): (x) contain each of the SEC Documents complied in all material respects with the applicable requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the U.S. Securities Exchange Act of 1934, as amended (as the case may be); and (y) 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 the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. Each set of consolidated (ii) The financial statements (including, in each case, including any related notes theretonotes) contained in the Company SEC Reports was Documents: (x) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (y) were prepared in accordance with GAAP generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto or, in to such financial statements and except that the case of unaudited statements, do financial statements may not contain footnotes as permitted by Form 10-Q of the Exchange Actfootnotes), and (z) and each fairly presents present the consolidated financial position of Company the Borrower Parent and the Subsidiary at its consolidated subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of the Borrower Parent and its consolidated subsidiaries for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amountcovered thereby. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with (iii) Except as disclosed in the SEC, but which are required to be filedSEC Documents, to agreementsthe Borrower’s and the Borrower Parent’s knowledge, documents or other instruments which previously had been filed by Company with the SEC pursuant there are no material matters relating to the Securities Act Borrower or the Exchange ActBorrower Parent that would have a Material Adverse Effect (as defined below).

SEC Filings; Financial Statements. A. Company (a) Acquiror has made available to Parent Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company Acquiror with the Securities and Exchange Commission ("SEC") since September 1SEC on or after December 31, 1998 1999 (the "Company Acquiror SEC Reports"), which are all the forms, reports and documents required to be filed by Company Acquiror with the SEC since September 1December 31, 19981999. The Company Acquiror SEC Reports (i) were prepared complied in accordance all material respects as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of CompanyAcquiror's Subsidiaries subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of the audited consolidated financial statements (including, in each case, any related notes thereto) and unaudited interim financial statements contained in the Company Acquiror SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company Acquiror and the Subsidiary its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which that were not or are not expected to be material in amount. C. Company (c) Acquiror has previously furnished to Parent Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company Acquiror with the SEC pursuant to the Securities Act or the Exchange Act. (d) As of the date of this Agreement, Acquiror is not a reporting issuer under the securities legislation of any province or territory of Canada.

SEC Filings; Financial Statements. A. Company (a) Parent has Made Available (or made available on the SEC website) to Parent a correct the Company accurate and complete copy copies of each reportall registration statements, scheduleproxy statements, registration statement Parent Certifications and definitive proxy statement other statements, reports, schedules, forms and other documents filed by Company Parent with the Securities SEC between December 31, 2018 and, solely for purposes of this sentence, the date of this Agreement (and Exchange Commission ("SEC") for all other purposes under this Agreement since September 1December 31, 1998 (the "Company SEC Reports"2018), which are including all amendments thereto since December 31, 2018 (collectively, the forms“Parent SEC Documents”). All statements, reports reports, schedules, forms and other documents required to be have been filed by Company Parent or its officers with the SEC since September 1December 31, 19982018 have been so filed on a timely basis. The Company SEC Reports (i) were prepared in accordance None of Parent’s Subsidiaries is required to file any documents with the requirements SEC. As of the Securities Act or time it was filed with the Exchange ActSEC (or, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. None Each of Company's Subsidiaries the certifications and statements relating to the Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) is accurate and complete, in all material respects and complies as to form in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 3 and in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the AcelRx Companies required to be disclosed by Parent in the reports that it is required to file any reports file, submit or other documents furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Parent is in compliance in all material respects with the SECapplicable listing requirements of the Nasdaq Global Market, and has not between December 31, 2018 and the date of this Agreement received any notice asserting any non-compliance with the listing requirements of the Nasdaq Global Market. B. Each set of consolidated (c) The financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Company Parent SEC Reports was Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited financial statements, do not contain footnotes as permitted by Form 10-Q of Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) and each fairly presents present, in all material respects, the consolidated financial position of Company Parent and the Subsidiary at its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated Subsidiaries for the periods indicatedcovered thereby, except that the unaudited interim in each case in accordance with GAAP. No financial statements were or of any Person other than the AcelRx Companies are subject to normal adjustments which were not or are not expected required by GAAP to be material included in amountthe consolidated financial statements of the Parent. C. Company (d) Parent’s auditor has previously furnished at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been, to the knowledge of Parent: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to Parent a complete within the meaning of Regulation S-X under the Exchange Act; and correct copy (iii) in compliance with subsections (g) through (l) of any amendments or modifications, which have not yet been filed with Section 10A of the SEC, but which are Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by Parent’s auditors for the AcelRx Companies that were required to be filed, to agreements, documents or other instruments which previously had been filed by Company approved in accordance with Section 202 of the SEC pursuant to the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or were so approved. (e) Parent maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the AcelRx Companies; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the AcelRx Companies that could have a material effect on Parent’s consolidated financial statements. Parent’s management has completed an assessment of the effectiveness of Parent’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2018, and, except as set forth in the Parent SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective and Parent’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that Parent maintained effective internal control over financial reporting as of December 31, 2018. To the knowledge of Parent, except as set forth in the Parent SEC Documents filed prior to the date of this Agreement, between December 31, 2018 and the date of this Agreement, neither Parent nor any of its Subsidiaries nor Parent’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the AcelRx Companies; (B) any fraud, whether or not material, that involves Parent’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, (i) none of the Parent SEC Documents is the subject of ongoing SEC review, and (ii) 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. (g) None of the AcelRx Companies is a party to nor has any obligation or other commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act).

SEC Filings; Financial Statements. A. Company (a) Parent has made available filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Company Parent since its inception with the Securities and Exchange Commission SEC ("SEC") since September 1collectively, 1998 (the "Company Parent SEC Reports"). The Parent SEC Reports, which are including all the forms, reports and documents required to be filed by Company Parent with the SEC since September 1after the date hereof and prior to the Effective Time, 1998. The Company SEC Reports (i) were and, in the case of Parent SEC Reports filed after the date hereof, will be, prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be be, and the rules and regulations thereunder and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in light of the circumstances under which they were made, not misleading. None of Company's the Subsidiaries of Parent is required to file any reports forms, report, schedules or other documents with the SEC. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in the Company Parent SEC Reports, including any Parent SEC Reports filed between the date of this Agreement and the Closing, complied or will comply, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto or, thereto) applied on a consistent basis throughout the periods involved and fairly presented in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each all material respects or will fairly presents present in all material respects the consolidated financial position of Company Parent and the Subsidiary at its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its the operations and cash flows of Parent and its consolidated Subsidiaries for the periods indicated, except as otherwise explained therein and except that the any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were have not or been made and are not expected to be material in amount, individually or in the aggregate. The audited balance sheet of Parent contained in the Parent SEC Report on Form 10-K for the fiscal year ended December 31, 2003 is referred to herein as the "Parent Balance Sheet." C. Company has previously furnished (c) The chief executive officer and chief financial officer of Parent have made all certifications required by, and would be able to Parent a complete make such certifications as of the date hereof and correct copy as of any amendments or modifications, which have not yet been filed with the SEC, but which are Closing Date as if required to be filedmade as of such dates pursuant to, to agreements, documents or other instruments which previously had been filed Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by Company with the SEC pursuant to and the Securities statements contained in any such certifications are complete and correct, and Parent is otherwise in compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or and the Exchange Actapplicable listing standards and corporate governance rules of the NYSE.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each reporttimely filed all registration statements, scheduleprospectuses, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company with it under the SEC Securities Act or the Exchange Act, as the case may be, since September January 1, 19981998 (collectively, the "Parent SEC Filings"). The Company Except as set forth in Section 4.6 of the Parent Disclosure Schedule, the Parent SEC Reports Filings (i1) as of their respective dates were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (ii2) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. Each (b) Except as set forth in Section 4.6 of the Parent Disclosure Schedule, each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports Filings was prepared in accordance with GAAP applied (except as may be indicated in the notes thereto orand, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each presented fairly the consolidated financial position of Parent and the consolidated Parent Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, do to normal and recurring year-end adjustments which did not contain footnotes as permitted by Form 10-Q and would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect). The books and records of the Exchange Act) and each fairly presents the consolidated financial position of Company Parent and the Subsidiary at the respective dates thereof Parent Subsidiaries have been, and the consolidated results of its operations are being, maintained in accordance with GAAP and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amountany other applicable legal and accounting requirements. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement timely filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company all SEC Reports"), which are all the forms, reports and documents Documents required to be filed by Company with the SEC Parent since September January 1, 19982012 (the “Parent SEC Reports”). The Company Parent SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Act Laws and other applicable Laws, except to the extent updated, amended, restated or corrected by a subsequent SEC Document filed or furnished to the Exchange Act, as the case may be SEC by Parent and (ii) did not not, at the time they were filed (and or, if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof, and in the case of proxy statements, at the date of the mailing of such proxy statement) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in light of the circumstances under which they were made, not misleading. None As of Company's Subsidiaries the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Parent SEC Reports and (ii) to the Knowledge of Parent, none of the Parent SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Parent Subsidiary is required to file any reports or other documents with the SECSEC Documents. B. (b) Each set of consolidated financial statements the Parent Financial Statements (including, in each case, any related notes theretonotes) contained in the Company Parent SEC Reports, including any Parent SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis for the periods presented (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes to such financial statements or as permitted by Form 10Regulation S-Q of the Exchange Act) X), and each presented fairly presents in all material respects the consolidated financial position of Company Parent and the Subsidiary at its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated. (c) Since January 1, except 2012, Parent and each Parent Entity has had in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) reasonably designed and maintained to ensure that the unaudited interim all information (both financial statements were or are subject to normal adjustments which were not or are not expected and non-financial) required to be material disclosed by Parent in amount. C. Company has previously furnished to the Parent a complete SEC Reports is recorded, processed, summarized and correct copy reported within the time periods specified in the rules and forms of any amendments or modifications, which have not yet been filed with the SEC, but which are and that such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to be filed, make the certifications of the chief executive officer and chief financial officer of Parent required under the Exchange Act with respect to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or such reports. (d) Parent has designed and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (e) Neither Parent nor any of the Parent 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 Parent or any Parent Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Parent Subsidiary in the Parent SEC Reports.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed with the SEC and has heretofore delivered to Target, in the form filed with the SEC, (1) its Annual Report on Form 10-K for the year ended December 31, 2018; (2) its Quarterly Report on Form 10-Q for the period ended September 30, 2019; (3) all other reports or registration statements filed by Company Parent with the SEC since September 130, 19982019; and (4) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC since September 30, 2019 (collectively, the “Parent SEC Reports”). The Company Parent SEC Reports (i) were were, and will be, prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (ii) did not not, and will not, at the time they were filed (and if amended were, or superseded by a filing prior to the date of this Agreement then on the date of such filing) will be, 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 the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of consolidated financial statements statement (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was has been, and will be, prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Actthereto) and each fairly presents presents, and will present, the consolidated financial position of Company Parent and the Subsidiary its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows changes in financial position for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. C. Company (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries as at September 30, 2019, including the notes thereto (the “2019 Balance Sheet”), neither Parent nor any of its subsidiaries has previously any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since September 30, 2019, which would not, individually or in the aggregate, have a Material Adverse Effect. (d) Parent has heretofore furnished to Parent Target a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (i) It has made available to Parent a correct and complete copy of each report, schedulefiled all reports, registration statement statements, proxy statements, offering circulars, schedules and definitive proxy statement other documents required to be filed by Company it (collectively, the “SEC Reports”) with the Securities and Exchange Commission ("the “SEC"”) since September 1December 31, 1998 2009 under the Securities Act of 1933, as amended (the "Company “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, to the extent such SEC Reports are not available on the SEC’s Electronic Data Gathering Analysis and Retrieval system, made available to the other party copies of such SEC Reports"). Its SEC Reports, which are including the financial statements, exhibits and schedules contained therein, (A) at the time filed, complied (and any SEC Reports filed after the date of this Agreement will comply) in all the forms, reports and documents required to be filed by Company material respects with the SEC since September 1, 1998. The Company SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be and (iiB) did not at the time they were filed (and or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement Agreement, then on the date of such filing), did not (and any SEC Reports filed after the date of this Agreement will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinmade in such SEC Reports, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (ii) Each set of consolidated its financial statements (including, in each case, any related notes thereto) contained in the Company or incorporated by reference into any SEC Reports was prepared in accordance with GAAP (except as may be indicated in including any SEC Reports filed after the notes thereto date of this Agreement) (the “Financial Statements”) complied (or, in the case of unaudited statementsSEC Reports filed after the date of this Agreement, do not contain footnotes as permitted by Form 10-Q will comply) in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct with respect thereto, fairly presented (or, in the case of SEC Reports filed after the date of this Agreement, will fairly present) and each fairly presents the consolidated financial position of Company it and the Subsidiary its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, in each case in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied during the periods indicated, except that the unaudited interim financial statements were or are in each case as may be noted therein, and subject to normal year-end audit adjustments which were not or are not expected to be material and as permitted by Form 10-Q in amountthe case of unaudited financial statements. C. Company (iii) It and each of its Subsidiaries has previously furnished devised and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to Parent a complete provide reasonable assurances that: (i) transactions are executed in accordance with general or specific authorization of its Board of Directors and correct copy the duly authorized executive officers of any amendments such party, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP consistently applied with respect to institutions such as such party or modificationsother criteria applicable to such financial statements, which have not yet been filed and to maintain proper accountability for items therein, (iii) access to its and its Subsidiaries’ properties and assets is permitted only in accordance with general or specific authorization of its Board of Directors and the duly authorized executive officers of such party, and (iv) the recorded accountability for items is compared with the SEC, but which actual levels at reasonable intervals and appropriate actions taken with respect to any differences. (iv) Its “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information required to be fileddisclosed by it in its SEC Reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of its chief executive officer and chief financial officer required under the Exchange Act with respect to such reports. It has disclosed, to agreementsits auditors and the audit committee of its Board of Directors and on Section 3.3(f)(iv) of its Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect its ability to record, documents process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other instruments which previously had been filed employees who have a significant role in its internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as of the date hereof. (v) Each of its principal executive officer and principal financial officer (or each former principal executive officer and each former principal financial officer, as applicable) has made all certifications required by Company with the SEC pursuant to the Securities Act Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to its SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. It is in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Filings; Financial Statements. A. (a) The Company has made available to Parent a correct and complete copy of each reportfiled or furnished, scheduleas applicable, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed or furnished by Company it with the SEC since September 1December 31, 19982004 (the “SEC Reports”). The Company SEC Reports (i) were prepared or will be prepared in all material respects in accordance with either the requirements of the Securities Act or the Exchange Act, as the case may be be, and the rules and regulations promulgated thereunder, and (ii) did not or will not, at the time they were filed (and of filing or furnishing, or, if amended or superseded by a filing prior to the date amended, as of this Agreement then on the date of such filing) amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None Each of the SEC Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, when so filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and any rules and regulations promulgated thereunder applicable to the SEC Reports. (b) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither the Company nor any of its “Affiliates” (as defined in Rule 405 promulgated under the Securities Act) has made, arranged or modified (in any material way) any extension of credit in the form of a personal loan to any executive officer or director of the Company's Subsidiaries is . (c) The Company maintains (i) disclosure controls and procedures (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) designed to ensure that information required to file be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents and (ii) a system of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”) which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (x) any reports significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information (and has identified for the Company’s auditors and audit committee of the Company Board any material weaknesses in internal control over financial reporting) and (y) any fraud, whether or not material, that involves management or other documents with employees who have a significant role in the SECCompany’s internal control over financial reporting. The Company has made available to Parent (i) a summary of any such disclosure made by management to the Company’s auditors and the audit committee since December 31, 2004 and (ii) any communication since December 31, 2004 made by management or the Company’s auditors to the audit committee required or contemplated by the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since December 31, 2004, no material written complaints from any source regarding questionable accounting, internal accounting controls or auditing matters have been received by the Company. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, material breach of fiduciary duty or similar material violation by the Company or any of its officers, directors or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board or the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. B. (d) Each set of the consolidated financial statements (including, in each case, any related notes and schedules thereto) contained in in, or incorporated by reference into, the Company SEC Reports was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto orand schedules thereto) and each fairly presents, or in the case of SEC Reports filed after the date hereof, will fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amountand recurring year-end adjustments). C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company it with the SEC since September January 1, 19982001 (collectively, the “Parent SEC Reports”). The Company SEC Reports (i) were prepared in accordance with the requirements As of the Securities Act or the Exchange Act, as the case may be and (ii) did not at the time respective dates they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing), (i) contain each Parent SEC Report complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) none of the Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries No Parent Subsidiary is required to file any reports form, report or other documents document with the SECSEC or any similar Governmental Entity. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports (the “Parent Financial Statements”) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange ActSEC) and each fairly presents fairly, in all material respects, the consolidated financial position position, results of Company operations and cash flows of Parent and the Subsidiary consolidated Parent Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were would not reasonably be expected to, individually or are not expected in the aggregate, have a Parent Material Adverse Effect). The most recent balance sheet of Parent contained in the Parent SEC Reports as of September 30, 2003 is hereinafter referred to be material in amountas the “Parent Balance Sheet.” C. Company (c) Parent has previously heretofore furnished to Parent the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company Parent with the SEC pursuant to the Securities Act or the Exchange Act. (d) Parent has established and maintained (i) disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) and (ii) internal controls over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act). To Parent’s knowledge, (i) such disclosure controls and procedures are effective to ensure that material information relating to Parent, including its consolidated subsidiaries, is made known to Parent’s senior management by others within those entities, particularly during the period when Parent’s periodic reports to which such information relates are required to be prepared, (ii) such internal controls over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, (iii) there are no significant deficiencies or material weaknesses in the design or operation of Parent’s internal controls which could adversely affect Parent’s ability to record, process, summarize and report financial data and (iv) there is no fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Section 4.07(d) of the Parent Disclosure Letter lists, and Parent has made available to the Company, complete and correct copies of, all formally written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in this Section 4.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (e) Neither Parent nor any of Parent’s current or former officers or directors are the subject of an SEC investigation or enforcement action.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities SEC all registration statements, proxy statements, Certifications and Exchange Commission ("SEC") since September 1other statements, 1998 (the "Company SEC Reports")reports, which are all the formsschedules, reports forms and other documents required to be filed by Company Parent with the SEC since September January 1, 19982008, and all amendments thereto (the “Parent SEC Documents”). The Company SEC Reports (i) were prepared in accordance All statements, reports, schedules, forms and other documents required to have been filed by Parent or its officers with the requirements SEC have been so filed on a timely basis. Parent has Made Available to the Company accurate and complete copies of each Parent SEC Document (including each exhibit thereto) that is not publicly available through the SEC’s ▇▇▇▇▇ database. As of the Securities Act or time it was filed with the Exchange ActSEC (or, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the applicable rules and regulations of the SEC thereunder; and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Each of Company's Subsidiaries is the certifications and statements required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) are accurate and complete, and comply as to file any reports or other documents form and content with the SECall applicable Legal Requirements. B. Each set of (b) The consolidated financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Company Parent SEC Reports was Documents (as amended prior to the date of this Agreement): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited financial statements, do not contain footnotes as permitted by Form 10-Q of Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) and each fairly presents presented, in all material respects, the consolidated financial position of Company Parent and the Subsidiary at its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated Subsidiaries for the periods indicated, except that the unaudited interim covered thereby. No financial statements were or of any Person other than Parent are subject to normal adjustments which were not or are not expected required by GAAP to be material included in amount. C. Company has previously furnished to Parent a complete and correct copy the consolidated financial statements of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant Parent. With respect to the Securities Act financial statements (including any related notes) contained or incorporated by reference in the Exchange ActParent SEC Documents, there have been no deficiencies or weaknesses identified in writing by Parent or Parent’s independent auditors (whether current or former) in the design or operation of internal controls of financial reporting utilized by Parent and its consolidated Subsidiaries.

SEC Filings; Financial Statements. A. Company (a) Sunburst has made available to Parent Ho a correct and complete copy copy, or there has been available on the ▇▇▇▇▇ system maintained by the U.S. Securities and Exchange Commission (the "SEC"), copies of each report, schedule, registration statement and definitive proxy statement filed by Company Sunburst with the Securities and Exchange Commission ("SEC") since September 1, 1998 SEC for the 10 years prior to the date of this Agreement (the "Company Sunburst SEC Reports"), which which, to Sunburst's knowledge, are all the forms, reports and documents required to be filed by Company Sunburst with the SEC since September 1for the 10 years prior to the date of this Agreement. As of their respective dates, 1998. The Company to Sunburst's knowledge, the Sunburst SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be be, and the rules and regulations of the SEC thereunder applicable to such Sunburst SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Sunburst SEC Reports was comply 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 U.S. generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of promulgated under the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Company and the Subsidiary Sunburst at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be have a material adverse effect on: (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business of Sunburst; or (ii) the ability of Sunburst to perform its obligations hereunder, but, to the extent applicable, shall exclude any circumstance, change or effect to the extent resulting or arising from: (A) any change in amountgeneral economic conditions in the industries or markets in which Sunburst operates so long as Sunburst is not disproportionately (in a material manner) affected by such changes; (x) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack so long as Sunburst is not disproportionately (in a material manner) affected by such changes; (y) changes in United States generally accepted accounting principles, or the interpretation thereof; or (z) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation of the transactions contemplated hereby (a "Sunburst Material Adverse Effect"). C. Company (c) As of the date of all balance sheets included in the Sunburst SEC Reports, except as and to the extent reflected or reserved against therein, Sunburst had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with U.S. generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of Sunburst, in accordance with U.S. generally accepted accounting principles. All statements of operations, stockholders' equity and cash flows included in the Sunburst SEC Reports reflect fairly the information required to be set forth therein by U.S. generally accepted accounting principles. (d) For the 36 month period prior to the date of this Agreement, Sunburst has previously furnished maintained a system of internal accounting controls sufficient to Parent a provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain asset accountability, (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 the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) Sunburst has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (f) Sunburst has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (g) The books and records, financial and otherwise, of Sunburst are in all material aspects complete and correct copy of any amendments or modifications, which and have not yet been filed maintained in accordance with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Actgood business and accounting practices.

SEC Filings; Financial Statements. A. Company (a) Parent has delivered (or made available on the SEC website) to Parent a correct the Company accurate and complete copy copies of each reportall registration statements, scheduleproxy statements and other statements, registration statement reports, schedules, forms and definitive proxy statement other documents filed by Company Parent with, and all Parent Certifications (as defined below) filed or furnished by Parent with or to, the Securities SEC since the formation of Parent, including all amendments thereto (collectively, the “Parent SEC Documents”). All statements, reports, schedules, forms and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and other documents required to be have been filed or furnished by Company Parent with or to the SEC since September 1, 1998the formation of Parent have been so filed or furnished on a timely basis. The Company SEC Reports As of the time it was filed with or furnished to the SEC: (i) were prepared each of the Parent SEC Documents complied as to form in accordance all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be be); and (ii) did not at none of the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement 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 the light of the circumstances under which they were made, not misleading, except to the extent corrected by the filing or furnishing of the applicable amending or superseding Parent SEC Document. None Each of Company's Subsidiaries the certifications and statements relating to Parent SEC Documents required by: (1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under the Exchange Act; or (3) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) (collectively, the “Parent Certifications”) is required accurate and complete, and complied as to file any reports form and content with all applicable Legal Requirements in effect at the time such Parent Certification was filed with or other documents with furnished to the SEC. B. Each set (b) Except as disclosed under item 1A. of consolidated the Parent’s annual Form 10K, Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning Parent required to be disclosed by Parent in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of such reports. (c) The financial statements (including, in each case, including any related notes notes) set forth in Exhibit H attached hereto: (i) complied and continue to comply as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) contained in the Company SEC Reports was were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited financial statements, do not contain footnotes as permitted by Form 10-Q of Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) are true and each correct and fairly presents present in all material respects the consolidated financial position of Company and the Subsidiary at Parent as of the respective dates thereof and the consolidated results of its operations and cash flows of Parent for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amountcovered thereby. C. Company (d) To the knowledge of Parent, Parent’s auditor has previously furnished at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to Parent a complete and correct copy within the meaning of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services (as defined in Section 2(a)(8) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) performed by Parent’s auditors for Parent were approved as required by Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Filings; Financial Statements. A. Company (a) Buyer has timely filed and made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company Target all SEC Reports"), which are all the forms, reports and documents Documents required to be filed by Company with Buyer since December 31, 2008 (the “Buyer SEC since September 1, 1998Reports”). The Company Buyer SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be Laws and other applicable Laws and (ii) did not not, at the time they were filed (and or, if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof, and in the case of proxy statements, at the date of the relevant meeting) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements thereinin such Buyer SEC Reports, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries Except for Trustmark Investment Advisors, Inc., no Buyer Subsidiary is required to file any reports or other documents with the SECSEC Documents. B. (b) Each set of consolidated financial statements the Buyer Financial Statements (including, in each case, any related notes theretonotes) contained in the Company Buyer SEC Reports, including any Buyer SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited interim statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) SEC), and each fairly presents presented in all material respects the consolidated financial position of Company Buyer and the Subsidiary its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountamount or effect. C. Company (c) Since December 31, 2008, Buyer and each of its Subsidiaries has previously furnished had in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to Parent a complete ensure that all information (both financial and correct copy non-financial) required to be disclosed by Buyer in the Buyer SEC Reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of any amendments or modifications, which have not yet been filed with the SEC, but which are and that such information is accumulated and communicated to Buyer’s management as appropriate to allow timely decisions regarding required disclosure and to be filed, to agreements, documents or other instruments which previously had been filed by Company with make the SEC pursuant to certifications of the Securities Act or chief executive officer and chief financial officer of Buyer required under the Exchange ActAct with respect to such reports. (d) Buyer and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

SEC Filings; Financial Statements. A. Company has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC"a) since September Since January 1, 1998 (the "Company SEC Reports")2004, which are Parent has timely filed all the forms, reports and documents required to be filed by Company Parent with the SEC, including all exhibits required to be filed therewith (including any forms, reports and documents filed after the date hereof, the “Parent SEC since September 1, 1998Reports”). The Company Parent SEC Reports Reports: (i) were prepared timely filed; (ii) at the time filed complied (or will comply when filed, as the case may be) as to form in accordance all material respects with the applicable requirements of the Securities Act or and/or the Exchange Act, as the case may be be; and (iiiii) did not at the time they were filed (and or, if later filed, amended or superseded by a filing prior to the date of this Agreement superseded, then on the date of such later 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 contained therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports (collectively, the “Parent Financial Statements”), at the time filed, (i) complied or will comply, as the case may be, as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, (ii) was or will be prepared in accordance with GAAP (applied on a consistent basis throughout the periods involved except as may otherwise be indicated in the notes thereto or, in the case of unaudited interim financial statements, do not contain footnotes as permitted by Form 10-Q of promulgated by the Exchange ActSEC, and (iii) and each fairly presents presented or will fairly present, as the case may be, in all material respects, the consolidated financial position of Company Parent and the Subsidiary its Subsidiaries as at the respective dates thereof indicated and the consolidated results of its operations and cash flows for the periods therein indicated, except that except, in the case of the unaudited interim financial statements were or are subject to for the absence of footnotes and normal year-end adjustments which were not or are and will not expected to be material in amount. C. Company has previously furnished to (c) Each Parent SEC Report that is a complete and correct copy of any amendments registration statement, as amended or modificationssupplemented, which have not yet been if applicable, filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act Act, as of the date of such registration or any post-effective amendment thereto became effective, did 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, in light of the circumstances in which they were made, not misleading. (d) The management of Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by Parent 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 SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. Parent has complied with the applicable provisions of SOX and the rules and regulations promulgated thereunder or under the Exchange Act. Each Parent SEC Report that was required to be accompanied by a certification required to be filed or submitted by Parent’s principal executive officer or Parent’s principal financial officer was accompanied by such certification and at the time of filing such certification was true and accurate. (e) The management of Parent has (i) established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP, and (ii) has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent’s auditors and the audit committee of Parent’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) 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. Parent has disclosed in writing to the Company prior to the date hereof all disclosures described in clause (ii) of the immediately preceding sentence made prior to the date of this Agreement.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed with the SEC and has heretofore delivered to Target, in the form filed with the SEC, (i) its Annual Report on Form 10–KSB for the year ended December 31, 2007; (ii) its Quarterly Report on Form 10-QSB for the period ended September 30, 2008; (iii) all other reports or registration statements filed by Company Parent with the SEC since September 130, 19982008; and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC since September 30, 2008 (collectively, the “Parent SEC Reports”). The Company Parent SEC Reports (ix) were were, and will be, prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (iiy) did not not, and will not, at the time they were filed (and if amended were, or superseded by a filing prior to the date of this Agreement then on the date of such filing) will be, 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 the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of consolidated financial statements statement (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was has been, and will be, prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Actthereto) and each fairly presents presents, and will present, the consolidated financial position of Company Parent and the Subsidiary its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows changes in financial position for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. C. Company (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries as at September 30, 2008, including the notes thereto (the “2008 Balance Sheet”), neither Parent nor any of its subsidiaries has previously any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since September 30, 2008, which would not, individually or in the aggregate, have a Material Adverse Effect. (d) Parent has heretofore furnished to Parent Target a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Promistar has filed and made available to Parent a correct FNB accurate and complete copy copies of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company Promistar with the SEC since September January 1, 19981996 (collectively, the "Promistar SEC Reports"). The Company Promistar SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities 1933 Act or and the Exchange 1934 Act, as the case may be be, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement 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 in such Promistar SEC Reports or necessary in order to make the statements thereinin such Promistar SEC Reports, in light of the circumstances under which they were made, not misleading. None Except for Promistar Subsidiaries that are registered as brokers, dealers, investment advisers or associated persons thereof, none of Company's the Promistar Subsidiaries is required to file any forms, reports or other documents with the SEC. B. (b) Each set of consolidated financial statements the Promistar Financial Statements (including, in each case, any related notes theretonotes) contained in the Company Promistar SEC Reports, including any Promistar SEC Reports filed after the date of this Agreement until the Effective Time, complied, and each Promistar SEC Report filed after the date of this Agreement until the Effective Time will comply, as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) SEC), and each fairly presents presented the consolidated financial position of Company Promistar and the Subsidiary its Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring adjustments which were not or are not expected to be material in amount. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available filed or otherwise transmitted all forms, reports, statements, certifications and other documents required to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by Company with the Securities and Exchange Commission ("SEC") SEC since September January 1, 1998 2003 (collectively with the forms, reports, statements, certifications and other documents required to be filed with the SEC subsequent to the date of this Agreement, the "Company Parent SEC Reports"), which are each of which, as finally amended, has complied as to form in all the forms, reports and documents required to be filed by Company material respects with the SEC since September 1, 1998. The Company SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act or the Exchange Act, each as in effect on the case may be and (ii) did not at date so filed. None of the time they were Parent SEC Reports already filed (and if amended or superseded by a filing prior contained, when filed as finally amended, nor will any Parent SEC Reports filed subsequent to the date of this Agreement then on the date of such filing) contain contain, any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. Each set of (b) The audited consolidated financial statements of Parent (includingincluding any notes related thereto) for the fiscal years ended December 31, 2002 and December 31, 2003 included in each caseParent's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the SEC have been prepared, and, any audited consolidated financial statements of Parent (including any related notes thereto) contained in filed after the Company SEC Reports was prepared date of this Agreement, will be prepared, in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orthereto) and fairly present, and, if filed after the date of this Agreement, will fairly present, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents all material respects the consolidated financial position of Company the Parent and the Subsidiary its subsidiaries at the respective dates thereof and the consolidated results statements of operations, cash flows and changes in stockholders' equity for the periods indicated. The unaudited consolidated financial statements of Parent (including any related notes thereto) included in or incorporated by reference into the Parent SEC Reports filed with the SEC have been prepared, and, if filed after the date of this Agreement, will be prepared, in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, and, if filed after the date of this Agreement, will fairly present, in all material respects the consolidated financial position of Parent and its subsidiaries as of the date thereof and the consolidated statements of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are indicated (subject to normal period-end adjustments which were that will not or are not expected to be material in amountamount or effect). C. Company (c) The management of Parent has previously furnished to Parent a complete (x) implemented disclosure controls and correct copy procedures (as defined in Rule 13a-15(e) of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act) to ensure that material information relating to Parent, including its consolidated subsidiaries, is made known to the management of Parent by others within those entities, and (y) has disclosed, based on its most recent evaluation, to Parent's outside auditors and the audit committee of the Parent Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent's ability to record, process, summarize and report financial data and (B) 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. A summary of any of those disclosures made by management to Parent's auditors and audit committee is set forth in Section 4.4(c) of the Parent Disclosure Schedule. (d) Since July 31, 2002, (x) neither Parent nor any of its subsidiaries nor, to the knowledge of the officers of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any of its subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of 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 Parent Board or any committee thereof or to any director or officer of Parent.

SEC Filings; Financial Statements. A. Company (a) Providian has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by Company it with the SEC since September January 1, 19982000 (all such forms, reports, statements, certificates and other documents filed since January 1, 2000, collectively, the “Providian SEC Reports”). The Company SEC Reports (i) were prepared in accordance None of Providian’s subsidiaries is required to file periodic reports with the requirements SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of the Securities Act or the Exchange ActProvidian SEC Reports, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then Agreement, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. None of the Providian SEC Reports contained, when filed or, if amended prior to the date hereof, as of the date of such filing) contain amendment, any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Providian has made available to Washington Mutual true, correct and complete copies of Company's Subsidiaries is required to file any reports or other documents with all written correspondence between the SEC, on the one hand, and Providian and any of its Subsidiaries, on the other hand, occurring since January 1, 2000, and prior to the date hereof. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Providian SEC Reports. To the knowledge of Providian, none of the Providian SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. B. (b) Each of the financial statements included (or incorporated by reference) in the Providian SEC Reports (including the related notes, where applicable), after giving effect to any restatements made by Providian prior to the date of this Agreement, fairly present (subject, in the case of the unaudited statements, to normal recurring adjustments, none of which are expected to be material in nature or amount) the results of the consolidated operations and changes in stockholders’ equity and consolidated financial position of Providian and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of consolidated such financial statements (includingincluding the related notes, where applicable), after giving effect to any restatements made by Providian prior to the date of this Agreement, complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each caseof such financial statements (including the related notes, any related notes theretowhere applicable) contained in the Company SEC Reports was has been prepared in accordance with GAAP (consistently applied during the periods involved, except in each case as may be indicated in such statements or in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q Q. The books and records of Providian and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (c) The records, systems, controls, data and information of Providian and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Providian or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non- direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 4.6(c). Providian (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) and each fairly presents to ensure that material information relating to Providian, including its consolidated Subsidiaries, is made known to the consolidated financial position of Company chief executive officer and the Subsidiary at chief financial officer of Providian by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the respective dates thereof date hereof, to Providian’s outside auditors and the consolidated results audit committee of its operations Providian’s Board of Directors (x) any significant deficiencies and cash flows for material weaknesses in the periods indicateddesign or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Providian’s ability to record, except process, summarize and report financial information and (y) any fraud, whether or not material, that the unaudited interim involves management or other employees who have a significant role in Providian’s internal controls over financial statements reporting. These disclosures were or are subject made in writing by management to normal adjustments which were not or are not expected to be material in amount. C. Company Providian’s auditors and audit committee and a copy has previously furnished been made available to Parent a complete Washington Mutual. As of the date hereof, Providian has no reason to believe that its outside auditors and correct copy of any amendments or modificationsits chief executive officer and chief financial officer will not be able to give, which have not yet been filed with without qualification, the SEC, but which are certifications and attestations required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act when next due. (d) Since January 1, 2000, (i) neither Providian nor any of its Subsidiaries nor, to the knowledge of the officers of Providian, any director, officer, employee, auditor, accountant or representative of Providian or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Exchange Actaccounting or auditing practices, procedures, methodologies or methods of Providian or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Providian or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Providian or any of its Subsidiaries, whether or not employed by Providian or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Providian or any of its Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of Providian or any committee thereof or to any director or officer of Providian.

SEC Filings; Financial Statements. A. Company has made available (a) All forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), excluding the Joint Proxy Statement/Prospectus, required to have been filed with or furnished to the SEC by Parent a correct and complete copy or any of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") Parent Subsidiaries since September January 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be 2024 have been timely filed by Company with the SEC since September 1, 1998. The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Actfurnished, as the case may be be. All such forms, documents and reports, including any audited or unaudited financial statements and any notes thereto or schedules included therein (ii) did not at including those that Parent may file after the time they were date of this Agreement and prior to the Closing Date), are referred to herein as the “Required Parent SEC Documents,” and such Required Parent SEC Documents, with any voluntarily filed forms, documents, reports or other document filed by the Parent with the SEC on or since January 1, 2024 (and excluding, in each case, information explicitly deemed “furnished” rather than “filed”), are referred to herein as the “Parent SEC Documents.” As of their respective dates (or, if amended amended, supplemented or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Required Parent 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 the requirements of SOX and (ii) none of the Parent SEC Documents (A) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) in the case of Company SEC Documents other than registration statements, included any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. Each set of consolidated (b) The financial statements (includingincluding related notes, in each case, any related notes theretoif any) contained in the Company Required Parent SEC Reports was Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange ActSEC, and except that the unaudited financial statements may not have contained notes and were subject to normal and recurring year-end adjustments); and (iii) and each fairly presents presented in all material respects the consolidated financial position of Company Parent and the Subsidiary at its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated Subsidiaries for the periods indicatedcovered thereby. For purposes of this Agreement, except “Parent Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of Parent and its consolidated Subsidiaries as of December 31, 2023 (the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material “Parent Balance Sheet Date”) set forth in amount. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been Parent’s Annual Report on Form 10-K filed with the SECSEC on March 4, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act2024.

SEC Filings; Financial Statements. A. Company (a) Centura has filed and made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are Triangle all the forms, reports reports, and documents required to be filed by Company Centura with the SEC since September 1December 31, 19981995 (collectively, the "Centura SEC Reports"). The Company Centura SEC Reports (i) were prepared at the time filed, complied in accordance all Material respects with the applicable requirements of the Securities 1933 Act or and the Exchange 1934 Act, as the case may be be, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein in such Centura SEC Reports or necessary in order to make the statements thereinin such Centura SEC Reports, in light of the circumstances under which they were made, not misleading. None Except for Centura Subsidiaries that are registered as a broker, dealer, or investment advisor or filings required due to fiduciary holdings of Company's the Centura Subsidiaries, none of Centura Subsidiaries is required to file any reports forms, reports, or other documents with the SEC. B. (b) Each set of consolidated financial statements the Centura Financial Statements (including, in each case, any related notes theretonotes) contained in the Company Centura SEC Reports, including any Centura SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all Material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) SEC), and each fairly presents presented or will fairly present the consolidated financial position of Company Centura and the Subsidiary its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material Material in amountamount or effect. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) SEC Filings. Parent has made available to Parent a correct and complete copy of each reportfiled all required registration statements, scheduleprospectuses, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1reports, 1998 (the "Company SEC Reports")schedules, which are all the forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by Company it with the SEC since September February 1, 19982003. The Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SEC’s ▇▇▇▇▇ database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as the “Parent SEC Reports.” As of their respective dates, the Parent SEC Reports (i) were prepared complied as to form in accordance all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be be, and (ii) the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. The Parent SEC Reports did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. B. Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. C. Company . Parent has previously furnished to Parent the Company a complete and correct copy of any amendments or modifications, modifications which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company Parent with the SEC pursuant to the Securities Act or the Exchange Act. As of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the Parent SEC Reports.

SEC Filings; Financial Statements. A. (a) Parent has Made Available to the Company has made available to Parent a correct accurate and complete copy copies of each reportall registration statements, scheduleproxy statements, registration statement Parent Certifications and definitive proxy statement other statements, reports, schedules, forms and other documents filed by Company with the Securities Parent and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company each of its Subsidiaries with the SEC since September 1July 31, 19982017, including all amendments thereto (collectively, the “Parent SEC Documents”). The Company SEC Reports (i) were prepared in accordance All statements, reports, schedules, forms and other documents required to have been filed by Parent, each of its Subsidiaries and their respective Executive Officers with the requirements SEC have been so filed on a timely basis. As of the Securities Act or time it was filed with the Exchange ActSEC (or, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected: (A) in the case of Parent SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Parent SEC Document; and (B) in the case of Parent SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the First Merger Effective Time, by the filing or furnishing of the applicable amending or superseding Parent SEC Document. None The certifications and statements relating to the Parent SEC Documents required by: (1) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (2) 18 U.S.C. §1350 (Section 906 of Company's Subsidiaries the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (3) any other rule or regulation promulgated by the SEC or applicable to the Parent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. There are no unresolved comments issued by the staff of the SEC with respect to any Parent SEC Documents. As used in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Parent Entities required to be disclosed by Parent in the reports that it is required to file any reports file, submit or other documents furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the date of this Agreement, Parent is in compliance in all material respects with the SECapplicable listing requirements of the New York Stock Exchange, and has not since July 31, 2017 received any written (or, to the Knowledge of Parent, verbal) notice asserting any non-compliance with the listing requirements of the New York Stock Exchange. B. Each set of consolidated (c) The financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Company Parent SEC Reports was Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited financial statements, do not contain footnotes as permitted by Form 10-Q of Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) and each fairly presents present in all material respects the consolidated financial position of Company Parent and the Subsidiary at its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated Subsidiaries for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amountcovered thereby. C. Company has previously furnished to (d) Parent maintains a complete system of internal controls over financial reporting (as defined in Rules 13a-15(f) and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Parent Entities; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Parent Entities that could have a material effect on the financial statements. Parent’s management has completed an assessment of the effectiveness of Parent’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2017, and such assessment concluded that, as of the date thereof, such controls were effective. To the Knowledge of Parent, since December 31, 2017, neither Parent nor any of its Subsidiaries nor Parent’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by any of the Parent Entities that would be reasonably likely to adversely affect such Parent Entity’s ability to record, process, summarize and report financial information; (B) any illegal act or fraud, whether or not material, that involves Parent’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (e) None of the Parent Entities has any obligation or other commitment to become a party to any material “off-balance sheet arrangements” in the future.

SEC Filings; Financial Statements. A. (a) Company has made available to Parent (through reference to documents filed by ▇▇▇▇▇ or otherwise) a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 the initial filing date of the registration statement for Company's initial public offering (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company with the SEC since September 1, 1998the initial filing date of the registration statement for Company's initial public offering. The Company SEC Reports (iA) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (iiB) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement 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. None of Company's Subsidiaries is Company does not have any subsidiaries that are required to file any reports or other documents with the SEC. B. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of and except that unaudited statements, statements do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-Q of the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. C. (c) Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Since August 7, 2013, Parent has made available timely filed with or furnished to Parent a correct and complete copy of each reportthe SEC all registration statements, scheduleprospectuses, registration statement and forms, reports, definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1statements, 1998 (the "Company SEC Reports"), which are all the forms, reports schedules and documents required to be filed by Company with the SEC since September 1, 1998. The Company SEC Reports (i) were prepared in accordance with the requirements of it under the Securities Act or the Exchange Act, as the case may be be, from and after August 7, 2013 (collectively, the “Parent SEC Filings”). Each Parent SEC Filing, as amended or supplemented if applicable, (i) as of its date, or, if amended, as of the date of the last such amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Parent SEC Filing, and (ii) did not not, at the time they were it was filed (and or became effective in the case of registration statements), or, if amended or superseded by a filing prior to amended, as of the date of this Agreement then on the date of last such filing) amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None As of Company's Subsidiaries the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to Parent SEC Filings and, to the knowledge of Parent none of the Parent SEC Filings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Parent Subsidiary is required to file any periodic reports or other documents with the SEC pursuant to the Exchange Act. Parent has made available to the Company complete and accurate copies of all reports, documents, claims, notices, filings, minutes, transcripts, recordings and other material correspondence between Parent and any of the Parent Subsidiaries, on the one hand, and the SEC, on the other hand, since January 1, 2012. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports Filings, as amended, supplemented or restated, if applicable, was prepared in accordance with GAAP applied (except as may be indicated in the notes thereto orand, in the case of unaudited quarterly financial statements, do not contain footnotes as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each presented fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Parent and the consolidated Parent Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments). (c) Parent has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(d) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and each fairly presents reported within the time frames specified by the SEC’s rules and forms (and such disclosure controls and procedures are reasonably effective), and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of Parent’s board of directors (i) any significant deficiencies and material weaknesses known to it in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud known to it, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (d) Except as and to the extent set forth (i) on the consolidated financial position balance sheet of Company and the Subsidiary at the respective dates thereof Parent and the consolidated results Parent Subsidiaries as of its operations and cash flows for December 31, 2012 included in Parent’s registration statement on Form S-1 filed on May 10, 2013, as amended, including the periods indicatednotes thereto, except that or (ii) in the unaudited interim financial statements were Parent SEC Filings filed after August 7, 2013, none of Parent or are subject to normal adjustments which were not any consolidated Parent Subsidiary has any liabilities or are not expected to be material in amount. C. Company has previously furnished to Parent a complete and correct copy obligations of any amendments nature (whether accrued, absolute, contingent or modifications, which have not yet been filed with the SEC, but which are otherwise) that would be required to be filedreflected or reserved against on a balance sheet prepared in accordance with GAAP and none have arisen since such date, to agreements, documents except for liabilities or other instruments which previously had been filed by Company obligations (A) under this Agreement or incurred in connection with the SEC pursuant Transactions, (B) incurred in the ordinary course of business consistent with past practice since December 31, 2012, (C) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or (D) incurred at the Securities Act request or with the Exchange Actconsent of the Company.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company Parent with the Securities SEC on or after December 31, 1999 and Exchange Commission ("SEC") since September 1, 1998 prior to the date of this Agreement (the "Company PARENT SEC ReportsREPORTS"), which are all the forms, reports and documents required to be filed by Company Parent with the SEC since September 1, 1998such date. The Company Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (ii) did not at the time they were filed (and if any Parent SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such amendment or superceded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of CompanyParent's Subsidiaries subsidiaries is required to file any reports or other documents with the SEC. B. Each (b) At their respective dates, each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company Parent and the Subsidiary its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. C. Company (c) Parent has previously furnished to Parent Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, SEC but which are required to be filedfiled as of the date hereof, to agreements, documents or other instruments which previously had been filed by Company Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company Parent with the Securities and Exchange Commission ("SEC") since September SEC on or after January 1, 1998 2002 and prior to the date of this Agreement (the "Company Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Company Parent with the SEC since September 1such date; provided that, 1998if Parent amends any of the Parent SEC Reports, such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. The Company As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (i) were prepared complied or will comply in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are 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 thereinmade, in light of the circumstances under which they were made, not misleading. None of , provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was 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, had been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as permitted by Form 10-Q of or the Exchange ActAct regulations promulgated by the SEC) and each fairly presents presented the consolidated financial position of Company Parent and the Subsidiary its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicatedindicated (subject, except that in the case of the unaudited interim financial statements were or are subject statements, to normal audit adjustments which were not or and are not expected expected, individually or in the aggregate, to be material in amount). C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct timely filed or furnished all registration statements, proxy statements, Certifications (as defined below) and complete copy of each reportother statements, schedulereports, registration statement schedules, forms and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and other documents required to be filed by Company Parent with the SEC since September January 1, 19982019 (the “Parent SEC Reports”). The Company SEC Reports (i) were prepared in accordance None of Parent’s Subsidiaries is required to file any documents with the requirements SEC. As of the Securities Act or time it was filed with the Exchange ActSEC (or, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) contain each of the Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be); and (ii) none of the Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of Company's Subsidiaries the Company have made all Certifications, and the statements contained in each Certification are accurate and complete as of its date. As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Parent SEC Reports. As of the date of this Agreement, to the Knowledge of Parent, none of the Parent SEC Reports is required to file the subject of any reports or other documents with ongoing review by the SEC. B. Each set of (b) The consolidated financial statements (includingincluding any related notes and auditor reports) contained or incorporated by reference in the Parent SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in each casethe case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that, individually or in the aggregate, will not be material in amount); and (iii) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person that is not a Parent Entity are required by GAAP to be included in the consolidated financial statements of Parent and its consolidated Subsidiaries. (c) The Parent Entities maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (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 the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Since January 1, 2019, Parent has not had: (i) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information; or (ii) any fraud that involves management or any other employee who has (or has had) a significant role in Parent’s internal control over financial reporting. (e) The Parent Entities maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information concerning the Parent Entities is made known on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC and other public disclosure documents. (f) Between January 1, 2019 and the date of this Agreement, there have been no changes in any of Parent’s accounting policies or in the methods of making accounting estimates or changes in estimates that, individually or in the aggregate, are material to Parent’s financial statements (including, any related notes thereto) contained in the Company Parent SEC Reports, except as described in the Parent SEC Reports was prepared or except as may have been required or permitted by any regulatory authority. The reserves reflected in such financial statements have been determined and established in accordance with GAAP (except as may be indicated and have been calculated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amounta consistent manner. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports reports, statements and documents required to be filed by Company with the SEC since September 1December 31, 1998. The Company 2005 (the “Parent SEC Reports (i) were prepared Reports”), each of which has complied in accordance all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange ActAct and the rules and regulations promulgated thereunder, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations thereunder, each as in effect on the case may be and (ii) did not at date so filed, except to the time they were filed (and if amended extent updated, amended, restated or superseded corrected by a filing subsequent Parent SEC Report filed or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof (each, a “Parent Filed SEC Report”). None of this Agreement then on the Parent SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed or currently contains, and any Parent SEC Reports filed with the SEC subsequent to the date of such filing) contain hereof will not contain, any untrue statement of a material fact or omit omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required , except to file any reports the extent updated, amended, restated or other documents with the SECcorrected by a subsequent Parent Filed SEC Report. B. Each set (b) Except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report, all of consolidated the financial statements (includingincluded in the Parent SEC Reports, in each case, including any related notes thereto) contained , as filed with the SEC (those filed with the SEC are collectively referred to as the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the Company published rules of the SEC Reports was with respect thereto and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as may be permitted by Form 10-Q of the Exchange ActSEC and subject, in the case of the unaudited statements, to normal, year-end audit adjustments which are not reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect). The consolidated balance sheets (including the related notes) and each included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly presents present, in all material respects, the consolidated financial position of Company Parent and the Subsidiary Parent Subsidiaries at the respective dates thereof thereof, and the consolidated results statements of its operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of Parent and the Parent Subsidiaries for the periods indicated, except that subject, in the case of the unaudited interim financial statements were or are subject statements, to normal normal, year-end audit adjustments which were not or are not reasonably expected to be material have, individually or in amountthe aggregate, a Parent Material Adverse Effect. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) STB has made available to Parent 3Dfx a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company STB with the Securities and Exchange Commission ("SEC") since September on or after January 1, 1998 1997 and prior to the date of this Agreement (the "Company STB SEC ReportsREPORTS"), which are all the forms, reports and documents required to be filed by Company STB with the SEC since September January 1, 19981997. The Company STB SEC Reports (iA) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (iiB) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of CompanySTB's Subsidiaries subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company STB SEC Reports was prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Actthereto) and each fairly presents the consolidated financial position of Company STB and the Subsidiary its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. C. Company (c) STB has previously furnished to Parent 3Dfx a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company STB with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company has made available to Parent a correct (a) CBS and complete copy of each report, schedule, registration statement and definitive proxy statement Infinity have filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company it with the SEC since September 1from December 31, 19981996 to the date of this Agreement, including: (i) Annual Reports on Form 10-K, (ii) Quarterly Reports on Form 10-Q and (iii) proxy statements relating to CBS's and Infinity's meetings of shareholders (whether annual or special) (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and all other forms, reports and other registration statements filed by CBS or Infinity with the SEC as of the date of this Agreement, including all amendments and supplements thereto filed with the SEC as of the date of this Agreement, above being referred to herein, collectively, as the "CBS SEC Reports"). The Company CBS SEC Reports Reports, as well as all forms, reports and documents to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time, (i) were or will be prepared in accordance with the requirements of the Securities Act or Act, and the Exchange Act, as the case may be be, and the rules and regulations thereunder, (ii) did not at the time they were filed (and if amended filed, or superseded by a filing prior to will not at the date of this Agreement then on the date of such filing) time they are 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 made therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is , and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to file any reports or other documents with be filed as exhibits thereto. No CBS subsidiary, except Infinity, is subject to the SECperiodic reporting requirements of the Exchange Act. B. (b) Each set of consolidated the financial statements (including, in each case, any related notes thereto) contained in the Company CBS SEC Reports and each of the financial statements to be filed by CBS or Infinity with the SEC after the date hereof and prior to the Effective Time was or will be prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto orthereto) and each fairly presented in all material respects or will fairly present in all material respects the consolidated financial position, results of operations and cash flows of CBS and its subsidiaries as at the respective dates thereof and for the respective periods indicated therein in accordance with generally accepted accounting principles (subject, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or and are not expected to be material in amountmaterial). C. Company (c) Except as and to the extent set forth in the CBS SEC Reports, CBS and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which, individually or in the aggregate, would not have a CBS Material Adverse Effect. (d) CBS has previously heretofore furnished to Parent a Viacom complete and correct copy copies of any all material amendments or modifications, which and modifications that have not yet been filed by CBS or Infinity with the SEC, but which are required SEC to be filed, to all agreements, documents or and other instruments which that previously had been filed by Company CBS or Infinity with the SEC pursuant to the Securities Act or the Exchange Actand are currently in effect.

SEC Filings; Financial Statements. A. Company (a) SEC Filings. Parent has made available to Parent a correct and complete copy of each reportfiled all required registration statements, scheduleproxy statements, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1prospectuses, 1998 (the "Company SEC Reports")reports, which are all the schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by Company it with the SEC since September April 1, 19982008. The Parent has made available to Company all such registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SEC’s ▇▇▇▇▇ database. All such required registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as the “Parent SEC Reports.” As of their respective dates, the Parent SEC Reports (i) were prepared complied as to form in accordance all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. All Parent SEC Reports (x) were filed on a timely basis (subject to compliance with Rule 12b-25 under the Exchange Act), (y) at the time filed, were prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (iiz) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's Parent’s Subsidiaries is required subject to file any reports the reporting requirements of Section 13 or other documents with the SEC. B. Each set of consolidated financial statements (including, in each case, any related notes theretoSection 15(d) contained in the Company SEC Reports was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of . Parent has heretofore made available to Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicatedtrue, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. C. Company has previously furnished to Parent a complete and correct copy copies of any amendments or modifications, which have not yet been all exhibits filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company and all material correspondence with the SEC pursuant since April 1, 2008 that are not publicly available through the SEC’s ▇▇▇▇▇ database. As of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the Securities Act or the Exchange ActParent SEC Reports.

SEC Filings; Financial Statements. A. Company (a) Each of Parent and the Parent Subsidiaries has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports reports, statements and documents required to be filed by Company with the SEC since September 1June 17, 1998. The Company 2005 (the “Parent SEC Reports (i) were prepared Reports”), each of which has complied in accordance all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange Act, and the rules and regulations promulgated thereunder, each as in effect on the case may be and (ii) did not at date so filed, except to the time they were filed (and if amended extent updated, amended, restated or superseded corrected by a filing subsequent Parent SEC Report filed or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof (each, a “Parent Filed SEC Report”). Notwithstanding the foregoing, the report on Form 10-Q to be filed with the SEC on November 14, 2005 shall be deemed, for all purposes under this Agreement, a “Parent Filed SEC Report”. None of this Agreement then on the Parent SEC Reports (including, any financial statements or schedules included or incorporated by reference therein) contained when filed, and any Parent SEC Reports filed with the SEC subsequent to the date of such filing) contain hereof will 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, except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report. None The principal executive officer of Company's Subsidiaries is Parent and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) have made the certifications required by Sections 302 and 906 of, and Parent has complied in all material respects with, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder with respect to file any reports Parent’s filings pursuant to the Exchange Act. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.. (b) Except to the extent updated, amended, restated or other documents with corrected by a subsequent Parent Filed SEC Report, all of the SEC. B. Each set of consolidated financial statements (includingincluded in the Parent SEC Reports, in each case, including any related notes thereto) contained in , as filed with the Company SEC Reports was (those filed with the SEC are collectively referred to as the “Parent Financial Statements”), have been prepared in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as may be permitted by Form 10-Q of the Exchange ActSEC and subject, in the case of the unaudited statements, to normal, year-end audit adjustments which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect). The consolidated balance sheets (including the related notes) and each included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly presents present the consolidated financial position of Company Parent and the Subsidiary Parent Subsidiaries at the respective dates thereof thereof, and the consolidated results statements of its operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly present the consolidated statements of operations, stockholders’ equity and cash flows of Parent and the Parent Subsidiaries for the periods indicated, except that subject, in the case of the unaudited interim statements, to normal, year-end audit adjustments which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Parent 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) transactions are recorded as necessary to permit preparation of financial statements were in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to differences. (d) Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are subject reasonably designed to normal adjustments which were not or are not expected ensure that all material information (both financial and non-financial) required to be material disclosed by Parent in amount. C. Company has previously furnished to Parent a complete the reports that it files or submits under the Exchange Act is recorded, processed, summarized and correct copy reported within the time periods specified in the rules and forms of any amendments or modifications, which have not yet been filed with the SEC, but which are and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to be filed, to agreements, documents or other instruments which previously had been filed by Company with make the SEC pursuant to certifications of the Securities Act or chief executive officer and chief financial officer of Parent required under the Exchange ActAct with respect to such reports. (e) Neither Parent nor any of the Parent Subsidiaries has any liabilities or obligations of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to Parent and the Parent Subsidiaries, taken as a whole, other than (i) liabilities or obligations disclosed or provided for in the consolidated balance sheet of Parent and the Parent Subsidiaries as of December 31, 2004, including the notes thereto, contained in the Parent Filed SEC Reports, (ii) liabilities or obligations incurred on behalf of Parent in connection with this Agreement and the contemplated Merger, (iii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since January 1, 2005, and (iv) which are, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company Parent with the Securities and Exchange Commission ("SEC") since September SEC on or after October 1, 1998 1999 (the "Company PARENT SEC ReportsREPORTS"), which are all the forms, reports and documents required to be filed by Company Parent with the SEC since September October 1, 19981999 and prior to the date of this Agreement. The Company Parent SEC Reports (iA) were prepared complied as to Form in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (iiB) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement 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. None of CompanyParent's Subsidiaries subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii)was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes or as may be permitted by Form 10-Q or Form 10-K of the Exchange Act) and each (iii) fairly presents presented the consolidated financial position of Company Parent and the Subsidiary at its subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal adjustments which were not or are not expected and recurring year-end adjustments. For purposes of this Agreement, the Parent balance sheet as of March 31, 2001 (the "Parent Balance Sheet Date") as set forth in the Parent's Form 10-Q for the quarter ended March 31, 2001 shall be referred to be material in amountas the "PARENT BALANCE SHEET." C. Company (c) Parent has previously furnished to Parent Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has filed and made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company Parent with the SEC since September 1(collectively, 1998the "Parent SEC Reports"). The Company Parent SEC Reports ------------------ (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be be, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement Agreement, then as of and on the date of such filingso amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of CompanyParent's Subsidiaries is are not required to file any forms, reports or other documents with the SEC. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Company Parent SEC Reports was complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto. The consolidated financial statements contained in the Parent SEC Reports and the Parent Balance Sheet (as defined below) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange ActSEC) and each fairly presents presented the consolidated financial position of Company Parent and its Subsidiaries as of the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its Subsidiaries for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. C. Company . The unaudited consolidated balance sheet of Parent and its Subsidiaries as of December 31, 1999 (the "Parent Balance Sheet") has previously furnished been delivered to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.Company. --------------------

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each reporttimely filed all registration statements, scheduleprospectuses, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents and related exhibits required to be filed by Company with it under the SEC Securities Act or the Exchange Act, as the case may be, since September January 1, 19981995 (collectively, the "Parent SEC Filings"). The Company Parent SEC Reports Filings (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None No Parent Subsidiary is subject to the periodic reporting requirements of Company's Subsidiaries is required to file any reports or other documents with the SECExchange Act. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports Filings was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto orand except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act) and each presented fairly in all material respects the consolidated financial position of Parent and the consolidated Parent Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, do not contain footnotes to normal and recurring year-end adjustments). The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. (c) Except as permitted by and to the extent set forth on the consolidated balance sheet of Parent and the consolidated Parent Subsidiaries as of May 31, 1997 included in Parent's Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicatedperiod ended May 31, except that 1997 including the unaudited interim financial statements were notes thereto, neither Parent nor any Parent Subsidiary has any liabilities or are subject to normal adjustments which were not or are not expected to be material in amount. C. Company has previously furnished to Parent a complete and correct copy obligations of any amendments nature (whether accrued, absolute, contingent or modifications, which have not yet been filed with the SEC, but which are otherwise) that would be required to be filedreflected on a balance sheet or in notes thereto prepared in accordance with GAAP, to agreementsexcept for liabilities or obligations incurred in the ordinary course of business that would neither, documents individually or in the aggregate, (i) have a Parent Material Adverse Effect nor (ii) prevent or materially delay the performance of this other instruments which previously had been filed than Agreement by Company with the SEC pursuant to the Securities Act or the Exchange ActParent.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports reports, statements and documents required to be filed by Company with the SEC since September January 1, 1998. The Company 2000 (collectively, the "PARENT SEC Reports (i) were prepared REPORTS"), each of which has complied in accordance all material respects with the applicable requirements of the Securities Act or the Exchange Act, as and the case may be rules and (ii) did not at regulations of the time they were filed (and if amended or superseded by a filing prior SEC promulgated thereunder applicable to the date of this Agreement then Parent SEC Reports, each as in effect on the date so filed. None of such filingthe Parent SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) contain contained when filed any untrue statement of a material fact or omit omitted or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. Each set (b) All of consolidated the financial statements (includingincluded in the Parent SEC Reports, in each case, including any related notes thereto) contained in , as filed with the Company SEC Reports was (collectively, the "PARENT FINANCIAL STATEMENTS"), have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orand subject, in the case of the unaudited statements, do to normal, recurring audit adjustments that will not contain footnotes as permitted by Form 10-Q of the Exchange Actbe material in amount or effect) and each fairly presents present the consolidated financial position of Company Parent and the Subsidiary its Subsidiaries at the respective dates date thereof and the consolidated results of its operations and changes in cash flows for the periods indicated. (c) There are no liabilities of Parent or any of its Subsidiaries of any kind whatsoever, except that whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in Parent's consolidated balance sheet as of February 2, 2002 (the unaudited interim financial statements were "PARENT FEBRUARY 2002 BALANCE SHEET") included in Parent's Annual Report on Form 10-K for the fiscal year ended February 2, 2002 (the "PARENT 10-K"), (ii) liabilities incurred on behalf of Parent in connection with this Agreement and the contemplated Merger and (iii) liabilities incurred in the ordinary course of business consistent with past practice since February 2, 2002, none of which are, individually or are subject to normal adjustments which were not or are not in the aggregate, reasonably expected to be material result in amounta Parent Material Adverse Effect. C. (d) Parent has provided the Company true and complete copies of all management letters received from its independent auditors since January 1, 2000, and if no such management letters have been received, Parent has previously furnished provided copies of all correspondence from its independent auditors during such period relating to Parent subject matter of the same type as would be included in a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Actmanagement letter.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent the Company a correct complete and complete accurate copy of each report, schedule, registration statement statement, proxy and definitive proxy statement information statements and other documents filed by Company Parent with the Securities SEC since December 31, 1997 (each, a "Parent SEC Report" and Exchange Commission ("SEC") since September 1collectively, 1998 (the "Company Parent SEC Reports"), ----------------- ------------------ which are all the formsreports, reports schedules, registration statements, proxy and information statements and other documents required to be filed by Company Parent with the SEC since September 1, 1998such date. The Company Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (ii) did not at the time they were filed (and or, if such Parent SEC Report was amended or superseded by a filing prior to the date of this Agreement another filing, then on the date of filing of such amendment or superceding filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of CompanyParent's Subsidiaries subsidiaries is required to file any reports or other documents with the SEC. B. Each (b) As of their respective dates, each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports Reports, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain for the absence of footnotes as permitted by Form 10-Q of promulgated under the Exchange Act), and (iii) and each fairly presents in all material respects the consolidated financial position condition of Company Parent and the Subsidiary its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its subsidiaries for the periods indicated, except that the unaudited interim financial statements were or are subject to normal year-end recurring adjustments which were not or are not expected to be material in amountamount or significance. C. Company (c) Parent has previously furnished delivered to Parent the Company a complete and correct copy of any amendments or modifications, which have not yet been filed as of the date hereof with the SEC, SEC but which are required to be filedfiled as of the date hereof, to agreements, documents or other instruments which previously had been filed by Company Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed with the SEC and has heretofore delivered to Target, in the form filed with the SEC, (1) its Annual Report on Form 10 -K for the year ended December 31, 2020; (2) its Quarterly Report on Form 10-Q for the period ended September 30, 2021; (3) all other reports or registration statements filed by Company Parent with the SEC since September 130, 19982021; and (4) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC since September 30, 2021 (collectively, the “Parent SEC Reports”). The Company Parent SEC Reports (i) were were, and will be, prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (ii) did not not, and will not, at the time they were filed (and if amended were, or superseded by a filing prior to the date of this Agreement then on the date of such filing) will be, 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 the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of consolidated financial statements statement (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was has been, and will be, prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Actthereto) and each fairly presents presents, and will present, the consolidated financial position of Company Parent and the Subsidiary its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows changes in financial position for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. C. Company (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries as at September 30, 2021, including the notes thereto (the “2021 Balance Sheet”), neither Parent nor any of its subsidiaries has previously any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since September 30, 2021, which would not, individually or in the aggregate, have a Material Adverse Effect. (d) Parent has heretofore furnished to Parent Target a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Each of Parent and the Parent Subsidiaries has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports reports, statements and documents required to be filed by Company with the SEC since September 1June 17, 1998. The Company 2005 (the “Parent SEC Reports (i) were prepared Reports”), each of which has complied in accordance all material respects with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder, the Exchange Act, and the rules and regulations promulgated thereunder, each as in effect on the case may be and (ii) did not at date so filed, except to the time they were filed (and if amended extent updated, amended, restated or superseded corrected by a filing subsequent Parent SEC Report filed or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof (each, a “Parent Filed SEC Report”). Notwithstanding the foregoing, the report on Form 10-Q to be filed with the SEC on November 14, 2005 shall be deemed, for all purposes under this Agreement, a “Parent Filed SEC Report”. None of this Agreement then on the Parent SEC Reports (including, any financial statements or schedules included or incorporated by reference therein) contained when filed, and any Parent SEC Reports filed with the SEC subsequent to the date of such filing) contain hereof will 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, except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report. None The principal executive officer of Company's Subsidiaries is Parent and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) have made the certifications required by Sections 302 and 906 of, and Parent has complied in all material respects with, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder with respect to file any reports or other documents with Parent’s filings pursuant to the SECExchange Act. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. B. Each set (b) Except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report, all of consolidated the financial statements (includingincluded in the Parent SEC Reports, in each case, including any related notes thereto) contained in , as filed with the Company SEC Reports was (those filed with the SEC are collectively referred to as the “Parent Financial Statements”), have been prepared in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, do not contain footnotes as may be permitted by Form 10-Q of the Exchange ActSEC and subject, in the case of the unaudited statements, to normal, year-end audit adjustments which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect). The consolidated balance sheets (including the related notes) and each included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly presents present the consolidated financial position of Company Parent and the Subsidiary Parent Subsidiaries at the respective dates thereof thereof, and the consolidated results statements of its operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly present the consolidated statements of operations, stockholders’ equity and cash flows of Parent and the Parent Subsidiaries for the periods indicated, except that subject, in the case of the unaudited interim statements, to normal, year-end audit adjustments which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Parent 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) transactions are recorded as necessary to permit preparation of financial statements were in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to differences. (d) Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are subject reasonably designed to normal adjustments which were not or are not expected ensure that all material information (both financial and non-financial) required to be material disclosed by Parent in amount. C. Company has previously furnished to Parent a complete the reports that it files or submits under the Exchange Act is recorded, processed, summarized and correct copy reported within the time periods specified in the rules and forms of any amendments or modifications, which have not yet been filed with the SEC, but which are and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to be filed, to agreements, documents or other instruments which previously had been filed by Company with make the SEC pursuant to certifications of the Securities Act or chief executive officer and chief financial officer of Parent required under the Exchange ActAct with respect to such reports. (e) Neither Parent nor any of the Parent Subsidiaries has any liabilities or obligations of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to Parent and the Parent Subsidiaries, taken as a whole, other than (i) liabilities or obligations disclosed or provided for in the consolidated balance sheet of Parent and the Parent Subsidiaries as of December 31, 2004, including the notes thereto, contained in the Parent Filed SEC Reports, (ii) liabilities or obligations incurred on behalf of Parent in connection with this Agreement and the contemplated Merger, (iii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since January 1, 2005, and (iv) which are, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

SEC Filings; Financial Statements. A. Company (a) Raytel has filed and made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are CVI all the forms, reports and documents required to be filed by Company Raytel with the SEC since September 1December 31, 19981995 other than registration statements on Form S-8 (collectively, the "Raytel SEC Reports"). The Company Raytel SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be be, and (ii) did not at the time they were filed (and or if amended or superseded by a filing prior to the date of this Agreement 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 in such Raytel SEC Reports or necessary in order to make the statements thereinin such Raytel SEC Reports, in the light of the circumstances under which they were made, not misleading. None of CompanyRaytel's Subsidiaries is required to file any forms, reports or other documents with the SEC. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Company Raytel SEC Reports, including any Raytel SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of promulgated by the Exchange ActSEC) and each presented fairly presents or will present fairly, in all material respects, the consolidated financial position of Company Raytel and the Subsidiary at its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. The unaudited consolidated balance sheet of Raytel as of March 31, 1997 is referred to herein as the "Raytel Balance Sheet." C. Company has previously furnished (c) Except as disclosed in the Raytel SEC Reports, Raytel and its Subsidiaries do not have any liabilities, either accrued or contingent, and whether due or to Parent a complete and correct copy of any amendments or modificationsbecome due, which individually or in the aggregate would be reasonably likely to have a Material Adverse Effect on Raytel, other than (i) liabilities reflected or provided for on the Raytel Balance Sheet, (ii) liabilities specifically described in this Agreement, (iii) normal or recurring liabilities incurred since March 31, 1997 in the ordinary course of business consistent with past practices, and (iv) liabilities not yet been filed with the SEC, but which are required by GAAP to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Actreflected on a balance sheet.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct the Company accurate and complete copy copies (excluding copies of exhibits) of each report, schedule, registration statement (on a form other than Form S-8) and definitive proxy statement filed by Company Parent with the Securities and Exchange Commission ("SEC") since September SEC between January 1, 1998 2000 and the date of this Agreement (the "Company Parent SEC ReportsDocuments"), which are all . As of the forms, reports and documents required to be time it was filed by Company with the SEC since September 1(or, 1998. The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained as of the date they were filed 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, except insofar as any such statements were corrected in any subsequently filed Parent SEC Documents. None Parent is eligible to use Form S-3 for registration of Company's Subsidiaries is required to file any reports or other documents with securities of Parent under the SECSecurities Act. B. Each set of (b) The consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP (generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes thereto or, to such consolidated financial statements and (in the case of unaudited statements, do not contain footnotes ) as permitted by Form 10-Q of the Exchange ActSEC, and except that unaudited financial statements may not contain a full set of footnotes and are subject to year-end audit adjustments, and except that the financial statements may have been amended due to subsequent events as reflected in subsequently filed Parent SEC Documents; and (iii) and each fairly presents present in all material respects the consolidated financial position of Company Parent and the Subsidiary at its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of Parent for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amountcovered thereby. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company all SEC Reports"), which are all the forms, reports and documents Reports required under applicable Law to be filed by Company it with the SEC since September 1, 1998in the last five years. The Company All of the Parent SEC Reports have been Made Available to the Company. (b) As of their respective dates, each Parent SEC Report (i) were prepared complied as to form in accordance all material respects with the requirements of the Securities Act or Act, the Exchange ActAct and the SEC Rules applicable to such Parent SEC Report, as the case may be and (ii) did not at the time they were it was filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected (A) in the case of a Parent SEC Report filed prior to the date of this Agreement that was amended or superseded prior to the date of this Agreement, by the filing of such amending or superseding Parent SEC Report, and (B) in the case of a Parent SEC Report filed after the date of this Agreement that is amended or superseded prior to the Effective Time, by the filing of such amending or superseding Parent SEC Report. None of Company's the Parent Subsidiaries is required to file any reports or other documents SEC Reports with the SEC. B. Each set (c) As of their respective dates, each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports (the "Parent Financial Statements"), (i) complied as to form in all material respects with the published SEC Rules applicable thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, do not contain footnotes as may be permitted by the SEC on Form 10-Q of Q, Form 8-K or any successor form under the Exchange Act), and (iii) and each fairly presents presented in all material respects the consolidated financial position of Company Parent and the Subsidiary Parent Subsidiaries as at the respective dates thereof and the consolidated results of its Parent's and the Parent Subsidiaries' operations and cash flows for the periods indicatedindicated in accordance with GAAP, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not in accordance with GAAP. Neither Parent nor any Parent Subsidiary has any liabilities (absolute, accrued, contingent or are not expected otherwise) required under GAAP to be set forth on a balance sheet that are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and the Parent Subsidiaries taken as a whole, except for (A) liabilities incurred since the Parent Balance Sheet Date in amountthe Ordinary Course of Business which are of the type that typically recur and which do not result from any Breach of Contract, tort or default or violation of any Law, (B) those specifically set forth or specifically and adequately reserved against in the Parent Balance Sheet, and (C) the fees and expenses of investment bankers, attorneys and accountants incurred in connection with this Agreement and the Transactions. Except as reflected in the Parent Financial Statements, neither Parent nor any Parent Subsidiary is a party to any material off-balance sheet arrangements (as defined in Item 303 of Regulation S-K promulgated by the SEC). Except as set forth in the Parent SEC Reports, Parent has not had any disagreement with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or to date during the current fiscal year. The books and records of Parent and each Parent Subsidiary have been maintained, and are being maintained, in all material respects in accordance with applicable legal and accounting requirements, and the Parent Financial Statements are consistent in all material respects with such books and records. C. Company has previously furnished (d) No investigation by the SEC with respect to Parent a complete or any Parent Subsidiary is pending or, to the Knowledge of Parent, threatened. (e) Parent has established and correct copy of any amendments or modifications, which have not yet been filed with maintains "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the SEC, but which Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to Parent and the Parent Subsidiaries required to be fileddisclosed by Parent in the reports that it files or submits under the Exchange Act is communicated to the Parent's principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of Parent required by Section 302 of SOX, with respect to such reports. For purposes of this Section 5.7(e), "principal executive officer" and "principal financial officer" shall have the meanings ascribed to such terms in SOX. Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of SOX and the rules and regulations promulgated by the SEC thereunder with respect to the Parent SEC Reports. (f) Parent maintains a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (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 the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Parent has Made Available to the Company accurate and complete copies of all material policies, manuals and other documents promulgating such internal accounting controls. Except as set forth in Section 5.7(f) of the Parent Disclosure Schedules, to agreementsParent's Knowledge, documents there are no "material weaknesses" (as defined by the PCAOB) and there are no series of multiple "significant deficiencies" (as defined by the PCAOB) that are reasonably likely to collectively represent a "material weakness" in the design or operation of Parent's internal controls and procedures, and to Parent's Knowledge, there are no significant deficiencies in the design or operation of Parent's internal controls and procedures. To Parent's Knowledge, in the last five years, there has been no fraud that involves management or other instruments employees who have a significant role in Parent's internal controls and procedures. (g) To Parent's Knowledge, (A) BKR Cornwell Jackson, which previously had been filed by Company has expressed its opinion with respect to ▇▇▇ ▇▇▇en▇ ▇▇▇▇ncial Statements as of December 31, 2004 and as of December 31, 2005, and for each of Parent's fiscal years in the SEC pursuant two-year period ended December 31, 2005, and (B) CF & Co., L.L.P., which has expressed its opinion with respect to the Securities Act Parent Financial Statements as of December 31, 2003 and for Parent's fiscal year in the one-year period ended December 31, 2003; in each case included in the Parent SEC Reports (including the related notes), is "independent" with respect to Parent and the Parent Subsidiaries within the meaning of Regulation S-X and has been "independent" within such meaning at all times since January 1, 2002. Parent has made such disclosure of non-audit services performed by BKR Cornwell Jackson or CF & Co., L.L.P. in its proxy statements with res▇▇▇▇ ▇▇ i▇▇ ▇▇▇▇al meetings of its stockholders as is required under the Exchange Act, Securities Act and SEC Rules, and all such non-audit services have been approved in advance by the audit committee of the Parent Board. Parent is in compliance with the applicable criteria for continued listing of the Parent Common Shares on the Parent's Principal Market.

SEC Filings; Financial Statements. A. Company has made available (a) First Commerce complied with all Laws in effecting its going private and deregistration transaction, which is referred to Parent a correct and complete copy of each reportherein as the “going private” transaction, schedulein December, registration statement and definitive proxy statement filed by Company 2004. No shareholder exercised dissenters’ rights in connection with the Securities transaction and Exchange Commission ("SEC") since September 1there is no and was no Litigation pending or, 1998 (to the "Company Knowledge of First Commerce, threatened in connection with the transaction. Prior to the closing of the “going private” transaction, First Commerce had timely filed all SEC Reports"), which are all the forms, reports and documents Documents required to be filed by Company with First Commerce since December 31, 2002 (the “First Commerce SEC since September 1, 1998Reports”) until and through the closing of the “going private” transaction. The Company First Commerce SEC Reports (i) were prepared at the time filed, complied in accordance all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be Laws and other applicable Laws and (ii) did not not, at the time they were filed (and or, if amended or superseded by a filing prior to the date of this Agreement 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 in such First Commerce SEC Reports or necessary in order to make the statements in such First Commerce SEC Reports, in light of the circumstances under which they were made, not misleading. The Bank is not required to file any SEC Documents. (b) First Commerce has delivered to SBKC copies of all First Commerce Financial Statements and will deliver to SBKC copies of all similar financial statements prepared subsequent to the date hereof. The First Commerce Financial Statements and any supplemental financial statements (as of the date thereof and for the periods covered thereby) (a) are, or if dated after the date of this Agreement will be, prepared in accordance with GAAP and in accordance with the books and records of First Commerce, which are and will be, as the case may be, complete and correct in all material respects and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (b) present or will present, as the case may be, fairly the financial position of First Commerce as of the dates indicated and the results of operation, changes in shareholders’ equity, and cash flows of First Commerce for the periods indicated, in accordance with GAAP (subject to any exceptions as to consistency specified therein or as may be indicated in the notes thereof or, in the case of interim financial statements to the normal recurring year-end adjustments that are not material in any amount or effect), and (c) do not or will not, 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 to make the statements therein, in light of the circumstances in which they were made, not misleading. All call and other regulatory reports have been filed on the appropriate form, and prepared in all material respects in accordance with such form’s instructions and the applicable rules and regulations of the regulating federal and/or state agency. As of the date of the latest balance sheet forming part of the First Commerce Financial Statements (the “First Commerce Latest Balance Sheet”), none of the First Commerce Entities has had, nor are any of such entities’ assets subject to, any material liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, known or unknown, matured or unmatured) that is not reflected and adequately provided for in accordance with GAAP. No report, including any report filed with the SEC, the FDIC, the Georgia Department of Banking and Finance, the Federal Reserve Board or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of the First Commerce Entities since January 1, 2005, as of the respective dates thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file No report, including any reports or other documents with the SEC. B. Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been report filed with the SEC, but which are the FDIC the Georgia Department of Banking and Finance, the Federal Reserve Board, or other banking regulatory agency, and no report, proxy statement, registration statement or offering materials made or given to shareholders of the First Commerce Entities to be filed or disseminated after the date of this Agreement will contain any untrue statement of a material fact or will omit to state a material fact required to be filedstated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. The First Commerce Financial Statements are supported by and consistent with the general ledger and detailed trial balances of investment securities, loans and commitments, depositors’ accounts and cash balances on deposit with other institutions, copies of which have been made available to agreementsSBKC. The First Commerce Entities have timely filed all reports and other documents required to be filed by them with the SEC, documents the FDIC, the Georgia Department of Banking and Finance, and the Federal Reserve Board. (c) Each of the First Commerce Entities maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls, which provide assurance that (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of First Commerce in accordance with GAAP and to maintain accountability for First Commerce’s consolidated assets; (C) access to First Commerce’s assets is permitted only in accordance with management’s authorization; (D) the reporting of First Commerce’s assets is compared with existing assets at regular intervals and (E) accounts, notes and other receivables and assets are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (d) Since January 1, 2002, none of the First Commerce Entities nor any current director, officer, nor to First Commerce’s Knowledge, any former officer or director or current or former employee, auditor, accountant or representative of the First Commerce Entities has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding a material weakness, significant deficiency or other instruments which previously had been filed defect or failure in the accounting or auditing practices, procedures, methodologies, or method of the First Commerce Entities or their respective internal accounting controls. No attorney representing the First Commerce Entities, whether or not employed by Company with any of the SEC pursuant First Commerce Entities, has reported evidence of a material violation (as such term is interpreted under Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the SEC’s regulations thereunder) by the First Commerce Entities or any officers, directors, employees or agents of First Commerce’s Board of Directors or any committee thereof or to the Securities Act any director or the Exchange Actofficer of First Commerce.

SEC Filings; Financial Statements. A. Company (a) Acquiror has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company it with the SEC since September 1January 30, 1998. The Company 1996, and has heretofore made available to the Company, in the form filed with the SEC Reports (including any exhibits thereto), (i) were prepared its Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (ii) its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997; (iii) its Current Report on Form 8-K dated June 12, 1997 related to the acquisition of Safesite Records Management Corporation, as amended by its Current Report on Form 8-K/A dated August 26, 1997; (iv) its proxy statement relating to its 1997 meeting of stockholders; and (v) all other forms, reports and registration statements filed by it with the SEC since August 14, 1997 (the forms, reports and other documents referred to in accordance clauses (i) through (v) above being referred to herein collectively as the "Acquiror SEC Reports"). The Acquiror SEC Reports an d any forms, reports and other documents filed by the Acquiror with the SEC after the date of this Agreement through the Closing Date, (x) complied with or will comply in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be be, and the rules and regulations thereunder and (iiy) did not at the time they were filed (and if amended filed, or superseded by a filing prior to will not at the date of this Agreement then on the date of such filing) time they are 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 made therein, in the light of the circumstances under which they were made, not misleadingmisleading and have been, or will be, filed on a timely basis. None Acquiror has previously furnished to the Company a true, correct and complete copy of Company's Subsidiaries is any amendments or modifications (i) that have been made to any document filed as an exhibit to the Acquiror SEC Reports and (ii) that have not yet been, but are required to file any reports or other documents be, filed with the SEC. B. Each set of consolidated (b) Acquiror's financial statements (includingstatements, including in each case, any related case the notes thereto) , contained in the Company Acquiror SEC Reports was have been prepared in accordance with GAAP (applied on a consistent basis throughout the periods covered thereby, except as may be indicated in otherwise noted therein, and fairly present the notes thereto orfinancial condition and results of operations of Acquiror and its Subsidiaries, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements, do not contain to the absence of footnotes as permitted by and other presentation items and to normal nonmaterial year-end audit adjustments and accruals. (c) Since the date of Acquiror's most recent report to the SEC (Form 10-Q for the quarter ended June 30, 1997), there has been no Adverse Change in Acquiror. To Acquiror's knowledge, there is no Event known to Acquiror which Adversely Affects, or could reasonably be expected to Adversely Affect, Acquiror or the ability of Acquiror to perform any of the Exchange Act) and each fairly presents the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicatedobligations set forth in this Agreement, except that the unaudited interim financial statements were or are subject to normal adjustments which were not any Collateral Document executed or are not expected to be material in amount. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filedexecuted pursuant hereto or thereto, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act except for changes in general economic conditions or the Exchange Actindustry in general.

SEC Filings; Financial Statements. A. Company (a) Parent has filed with the SEC and made available to Parent a the Company or its representatives complete and correct and complete copy copies of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports reports, schedules, statements and other documents required to be filed by Company Parent with the SEC since September January 1, 19982005 (collectively, the “Parent SEC Reports”). The Company Parent SEC Reports, including any Parent SEC Reports filed after the date of this Agreement until the Closing (i) were prepared at the time filed, complied or will comply in accordance all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be be, and (ii) did not or will not at the time they were or are filed (and or if amended or superseded by a filing prior to the date of this Agreement 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 in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were or are made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of consolidated the financial statements (including, in each case, any related notes theretonotes) contained included or incorporated by reference in the Company Parent SEC Reports, including any Parent SEC Reports was filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statement or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange ActSEC) and each fairly presents present or will fairly present the consolidated financial position of Company Parent and the Subsidiary its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are will be subject to normal adjustments which were not or are not expected to be material in amountand recurring year-end adjustments. C. Company (c) Parent has previously furnished implemented and maintained a system of internal 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 (A) to permit preparation of financial statements in accordance with GAAP consistently applied and (B) to maintain accountability for assets; and (iii) the amount recorded for assets on the respective books and records of Parent a complete and correct copy of any amendments or modifications, which have not yet been filed its subsidiaries is compared with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company existing assets at reasonable intervals in connection with the SEC pursuant preparation of annual audits of Parent’s consolidated financial statements and appropriate action is taken with respect to the Securities Act or the Exchange Actany differences.

SEC Filings; Financial Statements. A. Company has made available to Parent a correct (a) All registration statements, proxy statements and complete copy of each reportother statements, schedulereports, registration statement schedules, forms (including exhibits) and definitive proxy statement other documents filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company Parent with the SEC since September January 1, 19981999 (the “Parent SEC Documents”) are available to Company on ▇▇▇▇▇. The Company SEC Reports (i) were prepared in accordance All statements, reports, schedules, forms and other documents required to have been filed by Parent with the requirements SEC since January 1, 1999 have been so filed. As of the Securities Act or the Exchange Acttheir respective dates (or, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such amendment or superseding filing): (i) contain each of the Parent 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) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. Each set of consolidated (b) The financial statements (including, in each case, including any related notes theretonotes) contained in the Company Parent SEC Reports was Documents (the “Parent Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange ActSEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) and each fairly presents presented in all material respects the consolidated financial position of Company Parent and the Subsidiary at its consolidated subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated subsidiaries for the periods indicatedcovered thereby. For purposes of this Agreement, except “Parent Balance Sheet” means that consolidated balance sheet of the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material Company and its consolidated subsidiaries as of June 30, 2002 set forth in amount. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been the Company’s Quarterly Report on Form 10-Q filed with the SECSEC and the “Parent Balance Sheet Date” means June 30, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act2002.

SEC Filings; Financial Statements. A. Company (a) Parent has filed, and made available to Parent a correct the Company and complete copy of each reportits representatives, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company it with the SEC since September January 1, 19982001 through the date of this Agreement (collectively, the "Parent SEC Reports"). The Company SEC Reports As of the respective dates they were filed, (i) the Parent SEC Reports were prepared prepared, and all forms, reports and documents filed with the SEC after the date of this Agreement and prior to the Effective Time will be prepared, in all material respects in accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act, ") as the case may be be, and (ii) did not at none of the time they were Parent SEC Reports contained, nor will any forms, reports and documents filed (and if amended or superseded by a filing prior to after the date of this Agreement then on and prior to the date of such filing) contain Effective Time 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, except to the extent superseded by a Parent SEC Report filed subsequently and prior to the date hereof. None Parent is eligible to register the resale of Company's Subsidiaries is required the Parent Company Stock to file any reports or other documents with the SECbe issued hereby to certain Shareholders under a Form S-3 registration statement. B. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was and in any form, report or document filed after the date of this Agreement and prior to the Effective Time was, or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange ActGAAP) and each fairly presents presented or will present fairly, in all material respects, the consolidated financial position of Company Parent and the Subsidiary its consolidated subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal year-end adjustments which were that would not or are not reasonably be expected to be material have, individually or in amountthe aggregate, a Parent Material Adverse Effect (as hereinafter defined)). C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent the Company and the Stockholder a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company Parent with the Securities and Exchange Commission ("SEC") since September 1, 1998 SEC (the "Company “Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Company Parent with the SEC since September 1, 1998prior to the date of this Agreement. The Company All Parent SEC Reports required to be filed by Parent since its inception were filed in a timely manner. As of their respective dates the Parent SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be 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 (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning any Parent SEC Report as of Company's Subsidiaries is required any time other than the date or period with respect to file any reports or other documents with the SECwhich it was filed. B. Each (b) Except as set forth in Schedule 3.7(b), each set of consolidated financial statements (including, in each case, any related notes thereto) contained in Parent SEC Reports, including each Parent SEC Report filed after the Company date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC Reports with respect thereto, was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Company and the Subsidiary Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal adjustments which were not or are not expected to be material in amounthave a Material Adverse Effect on Parent taken as a whole. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct the Company accurate and complete copy copies (excluding copies of exhibits) of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company Parent with the SEC since September January 1, 19982002 (the "Parent SEC Documents"). The Company SEC Reports (i) were prepared in accordance All statements, reports, schedules, forms and other documents required to have been filed by Parent with the requirements SEC have been so filed on a timely basis. As of the Securities Act or time it was filed with the Exchange ActSEC (or, as the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) contain each of the Parent 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) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. Each set of (b) The consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto orto such financial statements and, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange ActSEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) and each fairly presents present in all material respects the consolidated financial position of Company Parent and the Subsidiary at its subsidiaries as of the respective dates thereof and the consolidated results of operations of Parent and its operations and cash flows subsidiaries for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amountcovered thereby. C. Company (c) Parent has previously furnished to Parent a complete timely filed all certifications and correct copy of any amendments or modifications, which have not yet been filed with statements required by (x) Rule 13a-14 under the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act ▇▇ ▇▇▇▇) ▇▇▇▇ respect to any Parent SEC Documents. Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. (d) Parent has in place internal controls over financial reporting that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and include policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately reflect the transactions and dispositions of the assets of Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent are being made only in accordance with authorization of management and the advisors of Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of Parent that could have a material effect on the financial statements. (e) Since January 1, 2002, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of Parent, the board of directors of Parent or any committee thereof, other than ordinary course audits or review of accounting polices and practices or internal controls required by the Sarbanes-Oxley Act ▇▇ ▇002.

SEC Filings; Financial Statements. A. Company has made available to Parent a correct and complete copy (a) As of their respective dates, each registration statement, report, schedule, registration statement and definitive proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of Parent prepared by it since the initial registration of its shares (including, without limitation, its Registration Statement on Form 10-SB), in the form (including exhibits and any amendments thereto) filed by Company with the U.S. Securities and Exchange Commission ("the “SEC"”) since September 1(collectively, 1998 (the "Company SEC “Parent Reports"), which are all the forms, reports and documents required to be filed by Company with the SEC since September 1, 1998. The Company SEC Reports ”) (i) were prepared complied as to form in accordance all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as and the case may be rules and regulations thereunder and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date. None Each of Company's Subsidiaries is required to file any reports the consolidated balance sheets included in or other documents with incorporated by reference into the SEC. B. Each set of Parent Reports (including the related notes and schedules) fairly presents the consolidated financial position of Parent as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Parent Reports (including, in each case, including any related notes theretoand schedules) contained in fairly presents the Company SEC Reports was prepared in accordance with GAAP results of operations, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, do not contain footnotes as permitted by Form 10to normal year-Q of the Exchange Act) and end audit adjustments), in each fairly presents the consolidated financial position of Company and the Subsidiary at the respective dates thereof and the consolidated results of its operations and cash flows for case in accordance with GAAP consistently applied throughout the periods indicated, except that as may be noted therein. Since the unaudited interim financial statements were date of the most recent Parent Report, there has not been a Parent Material Adverse Effect. (b) As of the date of the balance sheet set forth in the Parent Reports, Parent had no liabilities or are subject to normal adjustments obligations of any nature (whether accrued, absolute, contingent or otherwise) except (i) liabilities or obligations 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 and included in the Parent Reports and (ii) liabilities or obligations incurred in the ordinary course of business which were not or are not expected to be material in amountamounts. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent the Company a correct and complete copy of each report, schedule, report and registration statement and definitive proxy statement (the “Parent SEC Reports”) filed by Company Parent with the Securities and Exchange Commission ("“SEC"”) since September 1, 1998 (the "Company SEC Reports")and any state securities regulation agencies, which are all the forms, reports and documents required to be filed by Company Parent with the SEC since September 1, 1998prior to the date of this Agreement. The Company All Parent SEC Reports required to be filed by Parent in the twelve (12) month period prior to the date of this Agreement were filed in a timely manner. As of their respective dates the Parent SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be 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 (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning any Parent SEC Report as of Company's Subsidiaries is required any time other than the date or period with respect to file any reports or other documents with the SECwhich it was filed. B. Each (b) Except as set forth in Schedule 3.7(b), each set of consolidated financial statements (including, in each case, any related notes thereto) contained in Parent SEC Reports, including each Parent SEC Report filed after the Company date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC Reports with respect thereto, was or will be prepared in accordance with US GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q QSB of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Company and the Subsidiary Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal adjustments which were not or are not expected to be material in amounthave a Material Adverse Effect on Parent taken as a whole. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) Interwave has made and will make available to Parent Alvarion a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company Interwave with the Securities and Exchange Commission ("SEC") since September 1June 30, 1998 2001 (the "Company Interwave SEC Reports"), which are all the forms, reports and documents required to be filed by Company Interwave with the SEC since September 1, 1998such time. The Company Except as set forth in Section 2.7 of the Interwave Disclosure Schedule the Interwave SEC Reports Reports: (i) were and will be prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be be, and the rules and regulations of the SEC promulgated thereunder; and (ii) did not and will not at the time they were filed of filing thereof (and if any Interwave SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement then also on the date of filing of such amendment or superseded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of CompanyInterwave's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Interwave SEC Reports (including any Interwave SEC Report filed after the date of this Agreement), as the same may be amended or supplemented: (i) complied and will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing; and (ii) was and will be prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do may not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Company Interwave and the Subsidiary its consolidated Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal year-end adjustments which were not or are not expected to be material in amount). C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications(c) Interwave's revenues for the quarter ended June 30, 2004, as reflected in its audited financial statements for the fiscal year ended June 30, 2004, which have audited financial statements shall be provided to Alvarion prior to the Closing Date (the "June Financial Statements"), shall not yet been filed be less than $11.0 million, and its operating expenses from research and development, sales (excluding commissions), marketing, general and administration (excluding bad debt expense, and acquisition associated costs (e.g., legal, financial advisory, accounting, auditing and other merger and acquisition associated costs) associated with the SECamalgamation and the transactions contemplated hereby ("Expenses") for such quarter, but which are required to be filedas reflected in the June Financial Statements, to agreements, documents or other instruments which previously had been filed shall not exceed the prior quarter's Expenses by Company with the SEC pursuant to the Securities Act or the Exchange Actmore than 10% of such prior quarter's Expenses.

SEC Filings; Financial Statements. A. Company (a) The Parent has made available to Parent the Company (except to the extent available through ▇▇▇▇▇) a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company the Parent with the Securities and Exchange Commission ("SEC") since September 1, 1998 SEC (the "Company “Parent SEC Reports"”), which are all the forms, reports and documents required to be filed by Company the Parent with the SEC since September 1prior to the date of this Agreement. As of their respective dates, 1998. The Company the Parent SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be 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 (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, the Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of Company's Subsidiaries is required to file any reports or time other documents with than the SECtime they were filed. B. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q QSB of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Company and the Subsidiary Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal year-end adjustments which were not or are not reasonably expected to be material in amounthave a Material Adverse Effect on the Parent taken as a whole. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company Acquiror has made available to Parent a correct and complete copy of the Company each statement, report, schedule, registration statement and (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement statement, and other filing filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company with the SEC by Acquiror since September 1March 24, 19981999 (collectively, the "ACQUIROR SEC DOCUMENTS"). The In addition, Acquiror has made available to the Company all exhibits to the Acquiror SEC Reports (i) were prepared Documents filed prior to the date hereof, and will promptly make available to the Company all exhibits to any additional Acquiror SEC Documents filed prior to the Effective Time. As of their respective filing dates, the Acquiror SEC Documents complied in accordance all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as and none of the case may be and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain Acquiror 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 in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document. None The financial statements of Company's Subsidiaries is required Acquiror, including the notes thereto, included in the Acquiror SEC Documents (the "ACQUIROR FINANCIAL STATEMENTS") were complete and correct in all material respects as of their respective dates, complied as to file any reports or other documents form in all material respects with applicable accounting requirements and with the SEC. B. Each set published rules and regulations of consolidated financial statements (includingthe SEC with respect thereto as of their respective dates, in each case, any related notes thereto) contained in the Company SEC Reports was and have been prepared in accordance with U.S. GAAP 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 statementsstatements included in Quarterly Reports on Form 10-Qs, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each SEC). The Acquiror Financial Statements fairly presents present the consolidated financial position condition and operating results of Company and the Subsidiary Acquiror at the respective dates thereof and the consolidated results of its operations and cash flows for during the periods indicatedindicated therein (subject, except that in the case of unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filedstatements, to agreementsnormal, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Actrecurring year-end adjustments).

SEC Filings; Financial Statements. A. Company (i) Each Party has filed and made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company other Party all SEC Reports"), which are all the forms, reports and documents Documents required to be filed by Company it with the SEC since September 1December 31, 19982002 (collectively, the "SEC REPORTS"). The Company Its SEC Reports, including the Financial Statements, exhibits and schedules contained therein, (A) at the time filed, complied (and any SEC Reports (ifiled after the date of this Agreement will comply) were prepared in accordance all material respects with the applicable requirements of the Securities Act or the Exchange ActLaws, as the case may be and (iiB) did not at the time they were filed (and or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement Agreement, then on the date of such filing), did not (and any SEC Reports filed after the date of this Agreement will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinmade in such SEC Reports, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (ii) Each set of consolidated financial statements (including, in each case, any related notes thereto) its Financial Statements contained in the Company its SEC Reports was prepared in accordance with GAAP (except as may be indicated in including any SEC Reports filed after the notes thereto date of this Agreement) complied (or, in the case of unaudited statementsSEC Reports filed after the date of this Agreement, do not contain footnotes as permitted by Form 10-Q will comply) in all material respects with the applicable requirements of the Exchange ActSecurities Laws with respect thereto, fairly presented (or, in the case of SEC Reports filed after the date of this Agreement, will fairly present) and each fairly presents the consolidated financial position of Company it and the Subsidiary its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, in each case in accordance with GAAP consistently applied during the periods indicated, except that the unaudited interim financial statements were or are in each case as may be noted therein, and subject to normal year-end audit adjustments which were not or are not expected to be material and as permitted by Form 10-Q in amountthe case of unaudited Financial Statements. C. Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (a) The Parent has made available to Parent M3X a correct and complete copy copy, or there has been available on the EDGAR system maintained by the U.S. Securities and Exchange Commi▇▇▇▇▇ (the "SEC"), copies of each report, schedule, registration statement and definitive proxy statement filed by Company the Parent with the Securities and Exchange Commission SEC for the five ("SEC"5) since September 1, 1998 years prior to the date of this Agreement (the "Company PARENT SEC ReportsREPORTS"), which are all the forms, reports and documents required to be filed by Company the Parent with the SEC since September 1for the five (5) years prior to the date of this Agreement. As of their respective dates, 1998. The Company the Parent SEC Reports Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), as the case may be 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 (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was comply 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 U.S. generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of promulgated under the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Company and the Subsidiary Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be have a material adverse effect on: (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business of the Parent; or (ii) the ability of the Parent to perform its obligations hereunder, but, to the extent applicable, shall exclude any circumstance, change or effect to the extent resulting or arising from: (A) any change in amountgeneral economic conditions in the industries or markets in which the Parent operates so long as the Parent is not disproportionately (in a material manner) affected by such changes; (B) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack so long as the Parent is not disproportionately (in a material manner) affected by such changes; (C) changes in United States generally accepted accounting principles, or the interpretation thereof; or (D) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation of the transactions contemplated hereby (a "PARENT MATERIAL ADVERSE EFFECT"). C. Company (c) As of the date of all balance sheets included in the Parent SEC Reports, except as and to the extent reflected or reserved against therein, the Parent had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with U.S. generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of the Parent, in accordance with U.S. generally accepted accounting principles. All statements of operations, stockholders' equity and cash flows included in the Parent SEC Reports reflect fairly the information required to be set forth therein by U.S. generally accepted accounting principles. (d) Since January 1, 2006, the Parent has previously furnished maintained a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain asset accountability, (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 the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) The Parent a has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (f) The Parent has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (g) The books and records, financial and otherwise, of the Parent are in all material aspects complete and correct copy of any amendments or modifications, which and have not yet been filed maintained in accordance with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Actgood business and accounting practices.

SEC Filings; Financial Statements. A. Company (a) Parent has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since September 1, 1998 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed with the SEC and has heretofore delivered to Target, in the form filed with the SEC, (1) its Annual Report on Form 10-K for the year ended December 31, 2020; (2) its Quarterly Report on Form 10-Q for the period ended September 30, 2021; (3) all other reports or registration statements filed by Company Parent with the SEC since September 130, 19982021; and (4) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC since September 30, 2021 (collectively, the “Parent SEC Reports”). The Company Parent SEC Reports (i) were were, and will be, prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be be, and (ii) did not not, and will not, at the time they were filed (and if amended were, or superseded by a filing prior to the date of this Agreement then on the date of such filing) will be, 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 the light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (b) Each set of consolidated financial statements statement (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was has been, and will be, prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Actthereto) and each fairly presents presents, and will present, the consolidated financial position of Company Parent and the Subsidiary its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows changes in financial position for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. C. Company (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries as at September 30, 2021, including the notes thereto (the “2021 Balance Sheet”), neither Parent nor any of its subsidiaries has previously any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since September 30, 2021, which would not, individually or in the aggregate, have a Material Adverse Effect. (d) Parent has heretofore furnished to Parent Target a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. A. Company (i) It has made available to Parent a correct and complete copy of each report, schedulefiled all reports, registration statement statements, proxy statements, offering circulars, schedules and definitive proxy statement other documents required to be filed by Company it (collectively, the “SEC Reports”) with the Securities and Exchange Commission ("the “SEC"”) since September 1December 31, 1998 2012 under the Securities Act of 1933, as amended (the "Company “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, to the extent such SEC Reports are not available on the SEC’s Electronic Data Gathering Analysis and Retrieval system, made available to the other party copies of such SEC Reports"). Its SEC Reports, which are including the financial statements, exhibits and schedules contained therein, (A) at the time filed, complied (and any SEC Reports filed after the date of this Agreement will comply) in all the forms, reports and documents required to be filed by Company material respects with the SEC since September 1, 1998. The Company SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be and (iiB) did not at the time they were filed (and or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement Agreement, then on the date of such filing), did not (and any SEC Reports filed after the date of this Agreement will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinmade in such SEC Reports, in light of the circumstances under which they were made, not misleading. None of Company's Subsidiaries is required to file any reports or other documents with the SEC. B. (ii) Each set of consolidated its financial statements (including, in each case, any related notes thereto) contained in the Company or incorporated by reference into any SEC Reports was prepared in accordance with GAAP (except as may be indicated in including any SEC Reports filed after the notes thereto date of this Agreement) (the “Financial Statements”) complied (or, in the case of unaudited statementsSEC Reports filed after the date of this Agreement, do not contain footnotes as permitted by Form 10-Q will comply) in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct with respect thereto, fairly presented (or, in the case of SEC Reports filed after the date of this Agreement, will fairly present) and each fairly presents the consolidated financial position of Company it and the Subsidiary its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, in each case in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied during the periods indicated, except that the unaudited interim financial statements were or are in each case as may be noted therein, and subject to normal year-end audit adjustments which were not or are not expected to be material and as permitted by Form 10-Q in amountthe case of unaudited financial statements. C. Company (iii) It and each of its Subsidiaries has previously furnished devised and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to Parent a complete provide reasonable assurances that: (i) transactions are executed in accordance with general or specific authorization of its Board of Directors and correct copy the duly authorized executive officers of any amendments such party, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP consistently applied with respect to institutions such as such party or modificationsother criteria applicable to such financial statements, which have not yet been filed and to maintain proper accountability for items therein, (iii) access to its and its Subsidiaries’ properties and assets is permitted only in accordance with general or specific authorization of its Board of Directors and the duly authorized executive officers of such party, and (iv) the recorded accountability for items is compared with the SEC, but which actual levels at reasonable intervals and appropriate actions taken with respect to any differences. (iv) Its “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information required to be fileddisclosed by it in its SEC Reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of its chief executive officer and chief financial officer required under the Exchange Act with respect to such reports. It has disclosed, to agreementsits auditors and the audit committee of its Board of Directors and on Section 3.3(f)(iv) of its Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect its ability to record, documents process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other instruments which previously had been filed employees who have a significant role in its internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as of the date hereof. (v) Each of its principal executive officer and principal financial officer (or each former principal executive officer and each former principal financial officer, as applicable) has made all certifications required by Company with the SEC pursuant to the Securities Act Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to its SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. It is in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.