Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31June 30, 19961994, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, including (i) its Annual Reports on Form 10-K for the fiscal years ended October June 30, 1994, 1995 and 1996, (ii) its Quarterly Reports on Form 10-Q for the quarterly periods ending September 30, 1996 and December 31, 1996, 1997 and 1998, respectively, (iiiii) all proxy statements relating to the Company's meetings of stockholders shareholders (whether annual or special) held since October 31June 30, 19961994, and (iii)all iv) all other forms, reports and other or registration statements (other than Quarterly Reports on Form 10-QQ not referred to in clause (ii) above) filed by Parent with the SEC since June 30, 1992, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "Company SEC REPORTSReports"). The Company SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary None of the Company was or Company's subsidiaries is required to file any formforms, report reports or other document documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (i)was has been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects presents the consolidated financial position, results of operations and cash flows position of the Company and the consolidated Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated thereinindicated, except that any the unaudited interim financial statements were or will be are subject to normal and recurring year-end adjustments that did which were not and or are not expected, individually or expected to be material in the aggregate, to have a Company Material Adverse Effectamount. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October December 31, 1996, 1998 and has heretofore delivered or made available to Parent and PurchaserParent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 1996, 1997 1998 and 1998, respectively1999, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 2000, June 30, 2000 and September 30, 2000, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31May 1, 1996, 1998 and (iii)all iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-QQ not referred to in clause (ii) above) filed by the Company with the SEC since October 31April 1, 1996 1998 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iiiiv) above being referred to hereinbeing, collectively, as the "Company SEC REPORTSReports")) and (v) complete (i.e., unredacted) copies of each exhibit to the Company SEC Reports filed with the SEC. The Company SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) to the knowledge of the Companydid not, did not at the time they were filed filed, or, if amended, as of the date of such 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Company Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (i)was was prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Regulation S-X adopted by the SEC) and each fairly presented in all material respects respects, the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries subsidiaries of the Company as at the respective dates thereof and for the respective periods indicated therein, except that any as otherwise noted therein (subject, in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments that did which would not and are not expectedhave had, individually or in the aggregate, to have a Company Material Adverse Effect). The balance sheet of the Company contained in the Company SEC Reports as of September 30, 2000 is hereinafter referred to as the "Company Balance Sheet". (c) The Company has no liabilities or obligations heretofore furnished to Parent a complete and correct copy of any natureamendments or modifications that have not been filed with the SEC to all agreements, except:(i) as and to the extent set forth on the balance sheet of documents or other instruments that previously had been filed by the Company as at April 30, 1999, including with the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or SEC and are currently in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effecteffect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October December 31, 1996, 1996 and has heretofore made available to Parent and PurchaserParent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 1996, 1997 1996 and 1998, respectively1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October December 31, 1996, 1996 and (iii)all iii) all other forms, forms and reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October December 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTSReports"). The SEC Reports filed prior to the date of this Agreement complied, and the SEC Reports filed with the SEC on or after the date of this Agreement (ithe "Subsequent SEC Reports") were prepared in accordance will comply, with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may beapplicable, and the rules and regulations thereunder, (ii) to the knowledge . None of the CompanySEC Reports (including the financial statements included therein) as of such dates contained, did not at and none of the time they were filed contain Subsequent SEC Reports (including the financial statements to be included therein) will contain, any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows changes in financial position of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereintherein (except as otherwise noted therein and subject, except that any in the case of unaudited interim financial statements were or will be subject statements, to the absence of footnotes and normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectadjustments). (c) The Company has no liabilities or obligations of any nature, except:(i) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at April 30December 31, 19991997, including the notes thereto (the "1999 BALANCE SHEET1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (ii) as would notthe "Interim Balance Sheet"), individually the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether or not required to be reflected on a balance sheet and the notes thereto prepared in the aggregateaccordance with generally accepted accounting principles, have a Company Material Adverse Effect or (iii) except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since April June 30, 1999 1998 and which not in contravention of this Agreement or (ii) that would not not, individually or in the aggregate, have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31, 1996, United States Securities and Exchange Commission (the "SEC") and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports Report on Form 10-K for the fiscal years year ended October December 31, 1996, 1997 and 1998(ii) all other reports or registration statements filed by the Company with the SEC since January 1, respectively1997, (iiiii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31January 1, 19961997, and (iii)all other forms, iv) all amendments and supplements to all such reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (iii)(iv) and (iii) above being referred to herein, collectively, as the "COMPANY SEC REPORTS"). The Except as disclosed in SCHEDULE 4.06, the Company SEC Reports (ia) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, (iib) to the knowledge of the Company, did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary None of the Company was or Company's Subsidiaries is required to file any formforms, report reports or other document documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (i)was was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) ), and each fairly presented in all material respects presents the consolidated financial position, results of operations and cash flows position of the Company and the consolidated its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicated thereinindicated, except that any the unaudited interim financial statements were or will be are subject to normal and recurring year-end adjustments that did which were not and or are not expected, individually or expected to be material in the aggregate, to have a Company Material Adverse Effectamount. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and other documents required to be filed by it with the SEC since October December 31, 19961998, and has heretofore made available to Parent and PurchaserParent, in the form filed with the SEC, SEC and as amended prior to the date hereof: (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 1996, 1997 2001 and 1998, respectively, 2002; (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31January 1, 1996, and 2002; (iii)all iii) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31January 1, 1996 2003 through the date hereof (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "Company SEC REPORTSReports"); and (iv) complete (i.e., unredacted) copies of each exhibit to the Company SEC Reports filed with the SEC. The Company SEC Reports Reports: (ix) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) including, without limitation, such requirements resulting from the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, to the knowledge of the Company, extent applicable thereto; (y) did not at the time they were 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, ; and (iiiz) did not at the time they were filed in a timely manner or were deemed omit any documents required to be filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Actas exhibits thereto. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (i)was was prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and each fairly presented in all material respects presents the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereintherein in accordance with U.S. generally accepted accounting principles (subject, except that any in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments that did which were not and are not expected, individually or material in the aggregate, to have a Company Material Adverse Effectamount). (c) The Company has no liabilities or obligations of any nature, except:(i) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries as at April 30December 31, 19992002, including the notes thereto (the "1999 BALANCE SHEETCompany 2002 Balance Sheet"), neither the Company nor any Subsidiary has any liability or obligation of any nature (iiwhether accrued, absolute, contingent or otherwise), except for liabilities and obligations (i) as incurred since December 31, 2002 which would not, individually or in the aggregate, have a Company Material Adverse Effect Effect; or (iiiii) liabilities and obligations incurred pursuant to this Agreement. There are no Special Purpose Entities (as defined below) owned directly or indirectly, in whole or in part, by the ordinary course Company or any of business consistent its affiliates or in or with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in respect to which the Company operatesor any of its affiliates have a direct or indirect business relationship or interest of any kind, in whole or in part, including any equity interest, any leasing relationship, any loan or other financing relationship, any other contractual relationship or any other economic interest, relationship or arrangement of any kind, where such relationship or interest is directly or indirectly related to, or part of, the business or the assets owned by or the liabilities of the Company. There are no guarantees by the Company, its Subsidiaries or other affiliates of the liabilities of or with respect to any Special Purpose Entities. "Special Purpose Entities" has the meaning given to that term under U.S. accounting rules governing consolidation, including proposed rules and interpretations of the Financial Accounting Standards Board, such as those contained in guidance (as proposed or as finally adopted) interpreting Statement of Financial Accounting Standard 94, Consolidation of all Majority-Owned Subsidiaries and Accounting Research Bulletin No. 51, Consolidated Financial Statements.

SEC Filings; Financial Statements. (a) The Parent has delivered or made available to the Company has filed all formsaccurate and complete copies (excluding copies of exhibits) of each report, reports registration statement and documents required to be definitive proxy statement filed by it Parent with the SEC since October 31January 1, 19961999 (the "Parent SEC Documents"). All statements, reports, schedules, forms and has heretofore made available other documents required to have been filed by Parent and Purchaser, in with the form SEC have been so filed on a timely basis. As of the time it was filed with the SECSEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) its Annual Reports on Form 10-K for each of the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) Parent SEC Documents complied in all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company material respects with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports Documents: (i)was 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 generally accepted accounting principles applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each fairly presented to such financial statements and, in all material respects the consolidated financial positioncase of unaudited statements, results of operations and cash flows as permitted by Form 10-Q of the Company SEC, and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end audit adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would which will not, individually or in the aggregate, have a Company Material Adverse Effect or be material in amount); and (iii) liabilities fairly present the consolidated financial position of Parent and obligations incurred in its consolidated subsidiaries as of the ordinary course respective dates thereof and the consolidated results of business consistent with past practice since April 30, 1999 operations of Parent and which would not have a Company Material Adverse Effectits consolidated subsidiaries for the periods covered thereby. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, reports and documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports exhibits and other registration statements (other than Quarterly Reports on Form 10-Q) documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC since October 31Documents”). All statements, 1996 (the reports, schedules, forms, reports exhibits and other documents referred required to in clauses have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (i)or, (ii) and (iii) above being referred if amended or superseded by a filing prior to hereinthe date of this Agreement, collectively, as then on the "SEC REPORTS"). The SEC Reports date of such filing): (i) were prepared each of the Company SEC Documents complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . Each of the certifications and statements relating to the Company SEC Documents required by: (iiiA) were filed in a timely manner Rule 13a-14 or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under 15d-14 under the Exchange Act. No Subsidiary ; (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 Company was SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 3.04, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required filed, furnished, submitted, supplied or otherwise made available to file the SEC or any form, report or other document member of its staff in accordance with the SECapplicable requirements of the Securities Act or the Exchange Act (as the case may be). (b) Each The Company maintains, and at all times since January 1, 2008 has maintained, disclosure controls and procedures as 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 Symyx Corporations required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company has delivered or Made Available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. The Company is, and has been at all times since January 1, 2008, in compliance in all material respects with the applicable listing requirements of the NASDAQ Global Market, and has not since January 1, 2008 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company SEC Reports Documents: (i)was 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 generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-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, none of which were or will be material); and (iii) and each fairly presented present, in all material respects respects, the consolidated financial position, position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Symyx Corporations are required by GAAP to be included in the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse EffectCompany. (d) Since April 30The Company’s auditor has 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 the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Company, 1999in 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 performed by the Company’s auditors for the Symyx Corporations that were required to be approved in accordance with Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act were so approved. (e) The Company maintains, there and at all times since January 1, 2008 has not been any maintained, 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 Symyx Corporations; (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 the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Symyx Corporations that could have a material effect on the financial statements. The Company Material Adverse Effecthas delivered or Made Available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal years ended December 31, 2008 and December 31, 2009, and, except for changes that affect the economy as set forth in general or the industry in which the Company operatesSEC Documents filed prior to the date of the First Merger Agreement, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2008 and December 31, 2009, respectively. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of the First Merger Agreement, since January 1, 2008, neither the Company nor any of its Subsidiaries nor the Company’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 Symyx Corporations; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (f) Part 3.4(f) of the Company Disclosure Schedule lists, and the Company has delivered or Made Available to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) currently in effect or effected by any of the Symyx Corporations since January 1, 2008. None of the Symyx Corporations has any obligation or other commitment to become a party to any such “off-balance sheet arrangements” in the future.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents (including all exhibits thereto) required to be filed by it with the SEC since October 31July 2, 19961997, and (except for preliminary materials) has heretofore made available to Parent and PurchaserParent, in the form filed with the SEC, its (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 19961998 and December 31, 1997 and 19981997, respectively, (ii) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, (iii) all proxy statements relating to the Company's meetings of stockholders shareholders (whether annual or special) held since October 31July 2, 1996, 1997 and (iii)all iv) all other forms, reports and other or registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31July 2, 1996 1997 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTSReports"). The SEC Reports (i) were prepared at the time filed complied in accordance all material respects with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary None of the Company was or Subsidiaries is required to file any form, report statements or other document reports with the SECSEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows position of the Company and the consolidated its Subsidiaries as at the respective dates thereof and the consolidated results of operations and changes in financial position of the Company and its Subsidiaries for the respective periods indicated thereinindicated, except that any the unaudited interim financial statements were or will be are subject to normal and recurring year-end adjustments that did not and (which in the aggregate are not expected, individually or material in the aggregate, to have a Company Material Adverse Effectamount) and except as set forth in Schedule 4.5(b). (c) The Company has no liabilities or obligations Set forth in Schedule 4.5(c) is a true and correct copy of any nature, except:(i) as and to the extent set forth on the balance sheet unaudited consolidated financial statements of the Company and its Subsidiaries as at April 30December 31, 19991999 and for the year then ended (collectively, including the notes thereto "Interim Financial Statements"). The interim balance sheet included in the Interim Financial Statements (the "1999 BALANCE SHEETInterim Balance Sheet"), ) was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and fairly presented the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and changes in financial position of the Company and its Subsidiaries for the periods indicated. (d) Except as (i) set forth in Schedule 4.5(d) or (ii) as would notdisclosed in any SEC Report filed prior to the date of this Agreement, individually or in the aggregate, have a Company Material Adverse Effect or (iii) and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30the date of the most recent consolidated balance sheet included in the SEC Reports filed and publicly available prior to the date of this Agreement, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operatesand the Subsidiaries have no material liabilities of any nature (whether accrued, absolute, contingent or otherwise).

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the Company SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, Reports. Except as disclosed in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings Section 2.07 of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectivelyDisclosure Schedule, as of their respective dates, the "SEC REPORTS"). The Company SEC Reports (i) were prepared complied as to form in accordance all material respects with the requirements of the United States Securities Act of 1933, as amended amended, and the SEC's rules and regulations thereunder (the "SECURITIES ACTSecurities Act"), and ) or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary None of the Company was or Company's subsidiaries is required to file any formforms, report reports or other document documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (i)was was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) thereto or in the Company SEC Reports), and each fairly presented presents in all material respects the consolidated financial position, results of operations and cash flows position of the Company and the consolidated Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated thereinindicated, except that any the unaudited interim financial statements were or will be are subject to normal and recurring year-end adjustments that did which were not and or are not expected, individually or expected to be material in the aggregate, to have a Company Material Adverse Effectamount. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company Check-Cap has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since October 31July 1, 1996, and has heretofore made available to Parent and Purchaser, in 2021 (the form “Check-Cap SEC Documents”). As of the time it was filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company furnished with the SEC since October 31(or, 1996 (if amended or superseded by a filing prior to the formsdate of this Agreement, reports and other documents referred to in clauses (ithen on the date of such filing), (ii) and (iii) above being referred to herein, collectively, as each of the "Check-Cap SEC REPORTS"). The SEC Reports (i) were prepared Documents complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be) and, and the rules and regulations thereunder, (ii) to the knowledge Knowledge of the CompanyCheck-Cap, did not at as of the time they were filed contain or furnished, none of the Check-Cap 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 the light of the circumstances under which they were made, not misleading, . The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (iiiii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary 18 U.S.C. §1350 (Section 906 of the Company was ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Check-Cap SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws and no current or former principal executive officer or principal financial officer of Check-Cap has failed to make the Certifications required of him or her. As used in this Section 5.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required provided, supplied or otherwise made available to file any form, report or other document with the SEC. (b) Each of the The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Check-Cap SEC Reports Documents: (i)was i) complied as of their respective dates of filing as to form in all material respects with the published rules and regulations of the SEC applicable thereto, (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes thereto) and each fairly presented to such financial statements or, in all material respects the consolidated case of unaudited financial positionstatements, results of operations and cash flows as permitted by Form 20-F of the Company SEC, and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any the unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end adjustments that did not and are not expectedreasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (iii) fairly present, individually or in all material respects, the financial position of Check-Cap and its Subsidiary as of the respective dates thereof and the results of operations and cash flows of Check-Cap and its Subsidiary for the periods covered thereby. Other than as expressly disclosed in the aggregateCheck-Cap SEC Documents filed prior to the date hereof, there has been no material change in Check-Cap’s accounting methods or principles that would be required to have a Company Material Adverse Effectbe disclosed in Check-Cap’s financial statements in accordance with GAAP. The books of account and other financial records of Check-Cap and its Subsidiary are accurate and complete in all material respects. (c) The Company Check-Cap’s auditor has no liabilities or obligations of any natureat all times since July 1, except:(i2021 been: (i) a registered public accounting firm (as and to the extent set forth on the balance sheet defined in Section 2(a)(12) of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), (ii) as would notto the Knowledge of Check-Cap, individually or in “independent” with respect to Check-Cap within the aggregate, have a Company Material Adverse Effect or meaning of Regulation S-X under the Exchange Act and (iii) liabilities to the Knowledge of Check-Cap, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 rules and which would not have a regulations promulgated by the SEC and the Public Company Material Adverse EffectAccounting Oversight Board thereunder. (d) Since April 30July 1, 19992021, there has 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 Check-Cap, the Check-Cap Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since July 1, 2021, neither Check-Cap nor its independent auditors have identified (i) any significant deficiency or material weakness in the design or operation of the system of internal accounting controls utilized by Check-Cap and its Subsidiary, (ii) any fraud, whether or not been any Company Material Adverse Effectmaterial, except for changes that affect involves Check-Cap, its Subsidiary, Check-Cap's management or other employees who have a role in the economy in general preparation of financial statements or the industry internal accounting controls utilized by Check-Cap and its Subsidiary or (iii) any claim or allegation whether written or oral regarding any of the foregoing. (e) Except as set forth on Section 5.7(e) of the Check-Cap Disclosure Schedule, Check-Cap is in which compliance in all material respects with the Company operatesapplicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and governance rules and regulations of Nasdaq. (f) Except as set forth on Section 5.7(f) of the Check-Cap Disclosure Schedule, Check-Cap maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (g) Check-Cap’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Check-Cap in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Check-Cap’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications.

SEC Filings; Financial Statements. (a) The Company has Made Available to Parent (to the extent not available on ▇▇▇▇▇) accurate and complete copies of all Company SEC Documents filed since January 1, 2007, as well as all formscomment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or on behalf of the Company since such date. All statements, reports reports, schedules, forms and other documents required to be have been filed by it the Company or its officers with the SEC since October 31January 1, 19962007 have been so filed on a timely basis, and has heretofore made available including any certification or statement required by: (i) the SEC’s Order dated June 27, 2002 pursuant to Parent and Purchaser, in Section 21(a)(1) of the form Exchange Act (File No. 4-460); (ii) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (iii) Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any report filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings . None of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC since October 31(or, 1996 if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (A) each of the forms, reports and other documents referred to Company SEC Documents complied in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (iiB) to the knowledge none of the Company, did not at the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements required by: (1) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (2) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (3) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or after January 1, 2007 (collectively, the “Certifications”) are accurate and complete, and (iii) were filed comply as to form and content with all applicable Legal Requirements. As used in this Agreement, the term “file” and variations thereof, when used in reference to the SEC, shall be broadly construed to include any manner in which a timely manner document or were deemed filed in a timely manner pursuant information is furnished, supplied or otherwise delivered to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Part 3.4(b) of the Disclosure Schedule lists, and the Company has Made Available to Parent copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. Since January 1, 2007, each director and officer of the Company has filed with or furnished to the SEC (on a timely basis) all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company SEC Reports Documents filed on or after January 1, 2007, including the Company Financial Statements: (i)was 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 generally accepted accounting principles applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited 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 will not, individually or in the aggregate, be material in amount); and (iii) and each fairly presented present in all material respects the consolidated financial position, position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and the consolidated its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effectcovered thereby. (d) Since April 30, 1999, there The Company has Made Available to Parent (to the extent not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which available on ▇▇▇▇▇) accurate and complete copies of the Company operatesFinancial Statements. (e) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or 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 Securities Act)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or its Subsidiaries’ published financial statements or any of the Company’s SEC Documents. Part 3.4(e) of the Disclosure Schedule lists, and the Company has Made Available to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined above) effected by any of the Acquired Corporations that are in effect at the date of this Agreement. (f) Since January 1, 2007, none of the Acquired Corporations, the Company’s independent accountants, the board of directors or audit committee of the board of directors of the Company, or any officer of the Company, has received: (i) any oral or written notification of any: (A) “significant deficiency” in the internal controls over financial reporting of the Company; (B) “material weakness” in the internal controls over financial reporting of the Company; or (C) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company; or (ii) any material complaint, allegation, assertion or claim alleging, asserting or claiming that the accounting or auditing practices, procedures, methodologies or methods of the Company, any Subsidiary of the Company or their respective internal accounting controls fail to comply with generally accepted accounting principles, generally accepted auditing standards or applicable Legal Requirements. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (g) Since January 1, 2007, no attorney representing any of the Acquired Corporations, whether or not employed thereby, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the board of directors of the Company or any committee thereof or to the General Counsel of the Company. (h) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, which has expressed its opinion with respect to the financial statements (including any related notes) contained in the Company SEC Documents, is and has been throughout the periods covered by the applicable financial statements: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of 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 thereunder and the Public Company Accounting Oversight Board. Part 3.4(h) of the Disclosure Schedule lists all non-audit services performed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP for the Acquired Corporations since January 1, 2007.

SEC Filings; Financial Statements. (ai) The Company has filed all forms, reports and documents required delivered to be filed by it with OS (a) the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports Company's annual report on Form 10-K for the fiscal years year ended October 31February 29, 1996, 1997 and 1998, respectively2000 (the "Company 10-K"), (iib) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, its quarterly reports and other registration statements (other than Quarterly Reports on Form 10-QQ for its fiscal quarters ended May 27, 2000 and August 26, 2000, (c) filed by its current reports on Form 8-K dated September 21, 2000, Form 8-K/A dated September 22, 2000 and Form 8-K dated November 17, 2000, (d) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company since February 29, 2000, and (e) all of its other reports, statements, schedules and registration statements filed with the SEC since October 31February 29, 1996 2000, and all materials incorporated therein by reference (the forms, reports and other documents filings referred to in clauses (ia) through (e) and delivered to OS prior to the date hereof being hereinafter referred to as the "Company Reports"), . (ii) and (iii) above being referred to hereinAs of their respective filing dates, collectively, as the "SEC REPORTS"). The SEC Company Reports (i) were prepared in accordance complied with the requirements of the Securities Exchange Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder. As of their respective filing dates, (ii) to the knowledge of the Company, Company Reports did not at the time they were 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 in which they were made, not misleading, . The audited consolidated financial statements and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary unaudited consolidated interim financial statements of the Company was or is required and its Subsidiaries included in the Company 10-K and the quarterly reports on Form 10-Q referred to file any formin Section III. G(i) (collectively, report or other document with the SEC. (b"Financial Statements") Each of the financial statements (includingfairly present, in each case, any notes thereto) contained in the SEC Reports (i)was prepared in accordance conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects ), the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereinthen ended (subject, except that in the case of any unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments that did not and are not expectedadjustments, none of which, individually or in the aggregate, to would have a material adverse effect on the financial condition, business or results of operations of the Company and the Subsidiaries taken as a whole (a "Company Material Adverse Effect"). (ciii) All issued and outstanding Company Securities were offered, issued, sold and delivered by the Company in compliance with all applicable federal and state laws concerning the issuance of securities. (iv) The Company has no liabilities is not a party to any agreement or obligations of commitment obligating it to register or offer for sale any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse EffectSecurities. (dv) Since April 30January 1, 19991997, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operateshas made all necessary filings with the SEC required of it under the Exchange Act and other federal securities laws.

SEC Filings; Financial Statements. (a) The Company has filed filed, or furnished, as the case may be, all forms, reports reports, statements, schedules and other documents required to be filed by it with the SEC since October 316, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 2010 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "“Company SEC REPORTS"Reports”). The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed and, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act or the Exchange Act, applicable accounting standards and the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct of 2002 (as amended and including the rules and regulations promulgated thereunder), and any rules and regulations promulgated thereunder applicable to the Company SEC Reports, and (ii) did not, at the time they were filed, and, if amended, as of the date of such 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. (b) Since September 18, 2014, neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any of its or its Subsidiaries’ Representatives, has received or otherwise been made aware of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. Since September 18, 2014, 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 Company Board or any committee thereof. (c) The Company is in compliance, in all material respects, with the applicable provisions of the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct of 2002. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that 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 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) were filed provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. Since December 31, 2014, there have been no changes in a timely manner or were deemed filed the Company’s internal control over financial reporting (as such term is defined in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of ) that have materially affected, or are reasonably likely to materially affect, the Company was or is required to file any form, report or other document with the SECCompany’s internal control over financial reporting. (bd) Each of the consolidated financial statements (including, included in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout including the periods indicated (except as may be indicated related notes and schedules) fairly presents, or, in the notes thereto) and each case of Company SEC Reports filed after the date hereof, will fairly presented present, in all material respects respects, the consolidated financial position, results of operations operations, shareholders’ equity and cash flows of the Company and the its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereintherein (subject, except that any in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end audit adjustments that did not and are not expectedthe exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), individually or in each case in accordance with GAAP, Regulation S-X of the aggregate, to have a SEC and the rules and standards of the Public Company Material Adverse EffectAccounting Oversight Board except as may be noted therein. (ce) The Company has no liabilities implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the Company required to be included in reports filed under the Exchange Act is made known to its chief executive officer and chief financial officer or obligations other persons performing similar functions. Neither the Company, nor, to the Company’s Knowledge, its independent registered public accounting firm has identified or been made aware of any nature, except:(i“significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) as in the design or operation of the internal controls and to the extent set forth on the balance sheet procedures of the Company as at April 30which are reasonably likely to adversely affect the ability of the Company to record, 1999process, including the notes thereto (the "1999 BALANCE SHEET")summarize and report financial data, (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and each case which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effectsubsequently remediated. To the Company’s Knowledge, except for changes there is no fraud, whether or not material, that affect involves the economy in general or the industry in which management of the Company operateswho has a significant role in the internal controls over financial reporting utilized by the Company.

SEC Filings; Financial Statements. (a) The Company and, to the extent applicable, each of its then or current subsidiaries, has filed all forms, reports reports, statements and documents required to be filed by it with the SEC since October 31January 1, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, 1995 (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTSReports"). The SEC Reports (i) were prepared , each of which has complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, or the Exchange Act, and the rules and regulations promulgated thereunder, each as in effect on the date so filed. None of the SEC Reports (iiincluding but not limited to any financial statements or schedules included or incorporated by reference therein) contained when filed, or (except to the knowledge of extent revised or superseded by a subsequent filing with the CompanySEC) contains, did not at the time they were filed contain 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) Except as and to the extent set forth on the consolidated balance sheet of the Company as and its subsidiaries at April 30December 31, 19991996, including the notes thereto, neither the Company nor any of its subsidiaries has 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 (the "1999 BALANCE SHEET")prepared in accordance with generally accepted accounting principles, (ii) as would except for liabilities or obligations incurred since December 31, 1996 which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, 1999, there has not documents or other instruments which previously had been any filed by the Company Material Adverse Effect, except for changes that affect with the economy in general SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the industry in which Exchange Act and the Company operatesrules and regulations promulgated thereunder.

SEC Filings; Financial Statements. (ai) The Company Parent and each of its subsidiaries has filed all forms, reports reports, statements and documents required to be filed by it with the SEC since October 31January 1, 19961993, pursuant to Sections 12(b), 12(g), 13, 14 or 15(d) of the Exchange Act (collectively, the "Parent SEC Reports"), each of which complied in all material respect with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder, as in effect on the date so filed. Parent has heretofore made available delivered to Parent and Purchaserthe Company, in the form filed with the SEC, SEC (iincluding any amendments thereto) copies of (A) its Annual Reports Report on Form 10-K for each of the three fiscal years ended October December 31, 1993, 1994 and 1995, and the Quarterly Report on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1996, 1997 and 1998, respectively, ; (iiB) all definitive proxy statements relating to the CompanyParent's meetings of stockholders (whether annual or special) held since October 31January 1, 1996, 1993; and (iii)all C) all other forms, reports and other Parent SEC Reports or registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company Parent with the SEC since October 31January 1, 1996 (the 1993. None of such forms, reports and other or documents referred (including any financial statements or schedules included or incorporated by reference therein) filed by Parent contained, when filed (in the case of documents filed pursuant to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as ) or when declared effective by the SEC (in the case may beof registration statements filed under the Securities Act), and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (bii) Each of the audited and unaudited consolidated financial statements of Parent (including, in each case, any related notes thereto) contained included in the Parent SEC Reports (i)was complied as to form when filed in all material respects with the rules and regulations of the SEC with respect thereto, has been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects presents the consolidated financial position, results position of operations Parent and cash flows of the Company and the consolidated Subsidiaries as its subsidiaries at the respective dates thereof and the consolidated results of its operations and changes in cash flows for the respective periods indicated therein(subject in the case of unaudited statements, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect.audit adjustments). A-14 (ciii) The Company has no liabilities or obligations of any nature, except:(i) Except as and to the extent set forth on the balance sheet of the Company as Parent at April 30December 31, 19991995, including the notes thereto, included in Parent's Annual Report on Form 10-K for the year ended December 31, 1995, Parent does not have 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 "1999 BALANCE SHEET")ordinary course of business, (ii) as which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The There has been available on the SEC E▇▇▇▇ website, copies of each report, registration statement and definitive proxy statement filed by Company has filed with the SEC since at least January 1, 2017 (the “Company SEC Reports”), which are all the forms, reports and documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31from January 1, 1996 (2017 to the formsdate of this Agreement. As of their respective dates, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The Company SEC 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"), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, of the SEC thereunder applicable to such Company SEC Reports; and (ii) to the knowledge of the Company, 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 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each set of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (i)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 U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q promulgated under the Exchange Act) and each fairly presented presents in all material respects the consolidated financial position, results position of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectindicated. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available Made Available to Parent accurate and Purchasercomplete copies of all registration statements, in the form filed with the SECproxy statements, Certifications (ias defined below) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (statements, reports, schedules, forms and other than Quarterly Reports on Form 10-Q) documents filed by the Company with the SEC since October 31September 1, 1996 2001 (the forms“Company SEC Documents”) as well as all comment letters received by the Company from the SEC since September 1, reports 2001 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All statements, reports, schedules, forms and other documents referred required to in clauses have been filed by the Company, or by any of its directors or officers (ias such statements, reports, schedules, forms and other documents relate to the Company or to such director’s or officer’s ownership of securities of the Company), with the SEC have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (ii) and (iii) above being referred or, if amended or superseded by a filing prior to hereinthe date of this Agreement, collectively, as then on the "SEC REPORTS"). The SEC Reports date of such filing): (i) were prepared each of the Company SEC Documents complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by (A) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (B) Rule 13a-14 under the Exchange Act, and (iiiC) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Company was SEC Documents (collectively, the “Certifications”) are accurate and complete, and complied as to form and content with all applicable Legal Requirements as of the date of such filing (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing). As used in this Section 2, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required furnished, supplied or otherwise made available to file any form, report or other document with the SEC. (b) Each The Acquired Corporations maintain disclosure controls and procedures that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information concerning the Acquired Corporations is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC. Part 2.4(b) of the Disclosure Schedule lists, and the Company has Made Available to Parent accurate and complete copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures in effect as of the date of this Agreement. The Company is in compliance with the applicable listing and other rules and regulations of the NASDAQ National Market and has not since September 1, 2001 received any written notice from the NASDAQ National Market asserting any non-compliance with such rules and regulations. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company SEC Reports Documents: (i)was 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 generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the 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 will not, individually or in the aggregate, be material in amount); and (iii) and each fairly presented present in all material respects the consolidated financial position, position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby. No financial statements of any Person other than the Acquired Corporations are required by U.S. GAAP to be included in the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse EffectCompany. (d) Since April The Unaudited Year-End Financial Statements are attached as Annex 2.4(d) to the Disclosure Schedule. The Unaudited Year-End Financial Statements: (i) were prepared in accordance with U.S. GAAP applied on a basis consistent with the basis on which the financial statements referred to in the first sentence of Section 2.4(c) were prepared (except as would be permitted by Form 10-Q if such financial statements were required to be filed on a Form 10-Q and except that the Unaudited Year-End Financial Statements do not contain notes or a statement of changes in stockholders’ equity); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of September 30, 19992004 and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the year then ended. The Audited Year-End Financial Statements will: (i) be prepared in accordance with U.S. GAAP applied on a basis consistent with the basis on which the financial statements referred to in the first sentence of Section 2.4(c) were prepared; and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of September 30, there 2004 and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the year then ended. (e) To the Company’s Knowledge, the Company’s independent auditor has not been any 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 the Company Material Adverse Effectwithin the meaning of 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. Part 2.4(e) of the Disclosure Schedule contains an accurate and complete description of all non-audit services performed by the Company’s auditors for the Acquired Corporations since September 30, except 2003 and the fees paid for changes that affect such services. All such non-audit services were approved as required by Section 202 of the economy ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) The Acquired Corporations 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 U.S. 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 industry in which recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Part 2.4(f) of the Disclosure Schedule lists as of the date of this Agreement, and the Company operateshas Made Available to Parent accurate and complete copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. (g) Part 2.4(g) of the Disclosure Schedule lists, and the Company has Made Available to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) effected by any of the Acquired Corporations since September 1, 2001.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents (collectively, the "Company SEC Reports") required to be filed by it with the SEC since October 3113, 1996, 1993 (the "IPO Date") and has heretofore made available to Parent and PurchaserBuyer, in the form filed with the SECSEC (excluding any exhibits thereto), (i) its Annual Reports on Form 10-K for the fiscal years ended October 31April 30, 19961995, 1997 April 30, 1996 and 1998April 30, respectively1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, the IPO Date and (iii)all iii) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-QQ and preliminary materials) filed by the Company with the SEC since October 31, 1996 (the IPO Date. The Company SEC Reports and any forms, reports and other documents referred to in clauses filed by the Company with the SEC after the date of this Agreement (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (ix) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, thereunder and (iiy) to the knowledge of the Company, did not at the time they were 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or Material Subsidiary, is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (i)was was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries Company Subsidiaries, as the case may be, as at the respective dates thereof and for the respective periods indicated thereintherein (subject, except that any in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments that did which were not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectbe material in amount). (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Parent has made available to the Company has filed all formsaccurate and complete copies (excluding copies of exhibits) of each report, reports registration statement and documents required to be definitive proxy statement filed by it Parent with the SEC since October December 31, 19961997 and will deliver to the Company accurate and complete copies of all such reports, registration statements and has heretofore made available definitive proxy statements filed after the date of this Agreement and prior to the Effective Time (the "Parent and Purchaser, in SEC Documents"). As of the form time it was filed with the SECSEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) its Annual Reports on Form 10-K for each of the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) Parent SEC Documents complied in all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company material respects with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the The consolidated financial statements (including, in each case, including any notes theretorelated notes) contained in the Parent SEC Reports Documents: (i)was 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 generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments); and (iii) and each fairly presented present in all material respects the consolidated financial position, results position of operations Parent and cash flows its subsidiaries as of the Company and the consolidated Subsidiaries as at the respective dates thereof and the consolidated results of operations of Parent and its subsidiaries for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectcovered thereby. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company and, to the extent applicable, each of its then or current subsidiaries, has filed all forms, reports reports, statements and documents required to be filed by it with the SEC since October 31January 1, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, 1995 (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTSReports"). The SEC Reports (i) were prepared , each of which has complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, or the Exchange Act, and the rules and regulations promulgated thereunder, each as in effect on the date so filed. None of the SEC Reports (iiincluding but not limited to any financial statements or schedules included or incorporated by reference therein) contained when filed, or (except to the knowledge of extent revised or superseded by a subsequent filing with the CompanySEC) contains, did not at the time they were filed contain 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the financial audited consolidated balance sheets of the Company as of January 31, 1998 and February 1, 1997 and the related statements (includingof consolidated income and retained earnings, and statements of consolidated cash flows for each of the three fiscal years ended January 31, 1998, February 1, 1997 and February 3, 1996, included in its Annual Reports on Form 10-K for the fiscal years ended January 31, 1998, in each case, including any related notes thereto) contained in , as filed with the SEC Reports (i)was collectively, the "Company Financial Statements"), has been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each fairly presented presents in all material respects the consolidated financial position, results of operations and cash flows position of the Company and the consolidated Subsidiaries as its subsidiaries at the respective dates date thereof and the consolidated results of its operations and changes in cash flows for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectindicated. (c) The Company has There are no liabilities of the Company or obligations any of its subsidiaries of any naturekind whatsoever, except:(i) as whether or not accrued and whether or not contingent or absolute, that are material to the extent set forth on Company and its subsidiaries, taken as a whole, other than (i) liabilities disclosed or provided for in the consolidated balance sheet of the Company as and its subsidiaries at April 30January 31, 19991998, including the notes thereto (the "1999 BALANCE SHEET")thereto, (ii) as would notthe SEC Reports, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities incurred on behalf of the Company in connection with this Agreement and obligations the contemplated Merger, and (iv) liabilities incurred in the ordinary course of business consistent with past practice since April 30January 31, 1999 and 1998, none of which would not are, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (d) Since April 30The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, 1999, there has not documents or other instruments which previously had been any filed by the Company Material Adverse Effect, except for changes that affect with the economy in general SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the industry in which Exchange Act and the Company operatesrules and regulations promulgated thereunder.

SEC Filings; Financial Statements. (ai) The Company Parent and each of its subsidiaries has filed all forms, reports reports, statements and documents required to be filed by it with the SEC since October 31January 1, 19961993, pursuant to Sections 12(b), 12(g), 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (collectively, the "Parent SEC Reports"), each of which complied in all material respect with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder, as in effect on the date so filed. Parent has heretofore made available delivered to Parent and Purchaserthe Company, in the form filed with the SEC, SEC (iincluding any amendments thereto) copies of (A) its Annual Reports Report on Form 10-K for each of the three fiscal years ended October December 31, 1994, 1995 and 1996, 1997 and 1998, respectively, ; (iiB) all definitive proxy statements relating to the CompanyParent's meetings of stockholders (whether annual or special) held since October 31January 1, 1996, 1993; and (iii)all C) all other forms, reports and other Parent SEC Reports or registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company Parent with the SEC since October 31January 1, 1996 (the 1993. None of such forms, reports and other or documents referred (including any financial statements or schedules included or incorporated by reference therein) filed by Parent contained, when filed (in the case of documents filed pursuant to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as ) or when declared effective by the SEC (in the case may beof registration statements filed under the Securities Act), and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (bii) Each of the audited and unaudited consolidated financial statements of Parent (including, in each case, any related notes thereto) contained included in the Parent SEC Reports (i)was complied as to form when filed in all material respects with the rules and regulations of the SEC with respect thereto, has been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects presents the consolidated financial position, results position of operations Parent and cash flows of the Company and the consolidated Subsidiaries as its subsidiaries at the respective dates thereof and the consolidated results of its operations and changes in cash flows for the respective periods indicated therein(subject in the case of unaudited statements, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectaudit adjustments). (ciii) The Company has no liabilities or obligations of any nature, except:(i) Except as and to the extent set forth on the balance sheet of the Company as Parent at April 30December 31, 19991996, including the notes thereto, included in Parent's Annual Report on Form 10-K for the year ended December 31, 1996, Parent does not have 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 after the "1999 BALANCE SHEET")date of said Annual Report in the ordinary course of business, (ii) as which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has Viacom and Blockbuster have filed all forms, reports and documents required to be filed by it with the SEC since October from December 31, 19961996 to the date of this Agreement, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, including: (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectivelyK, (ii) all Quarterly Reports on Form 10-Q and (iii) proxy statements relating to the CompanyViacom's and Blockbuster's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and ), (iii) and all other forms, reports and other registration statements filed by Viacom or Blockbuster 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 "Viacom SEC REPORTSReports"). The Viacom SEC Reports Reports, as well as all forms, reports and documents to be filed by Viacom or Blockbuster 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 of 1933, as amended (the "SECURITIES ACT")Act, and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed filed, 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed in a timely manner or were deemed filed in a timely manner pursuant as exhibits thereto. No Viacom subsidiary, except Blockbuster, is subject to Rule 12(b)-25 Under the periodic reporting requirements of the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Viacom SEC Reports (i)was and each of the financial statements to be filed by Viacom or Blockbuster with the SEC after the date hereof and prior to the Effective Time was or will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) 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 the Company Viacom and the consolidated Subsidiaries its subsidiaries as at the respective dates thereof and for the respective periods indicated thereintherein in accordance with generally accepted accounting principles (subject, except that any in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments that did which were not and are not expectedexpected to be material). (c) Except as and to the extent set forth in the Viacom SEC Reports, Viacom 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, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Viacom Material Adverse Effect. (d) Since April 30, 1999, there Viacom has heretofore furnished to CBS complete and correct copies of all material amendments and modifications that have not been any Company Material Adverse Effectfiled by Viacom or Blockbuster with the SEC to all agreements, except for changes documents and other instruments that affect previously had been filed by Viacom or Blockbuster with the economy SEC and are currently in general or the industry in which the Company operateseffect.

SEC Filings; Financial Statements. As used herein, the “Company SEC Documents” means all reports, schedules, forms, statements and other documents filed or furnished, as applicable, by the Company under the Securities Exchange Act of 1934, as amended (athe “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein. The Company has filed all forms, reports SEC Documents as required on a timely basis and documents required to be filed by it with as of their respective filing dates during the 12 months preceding the date hereof; the Company SEC Documents since October December 31, 1996, and has heretofore made available to Parent and Purchaser, 2015 complied in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the CompanySecurities and Exchange Commission (the “SEC”) promulgated thereunder; and none of these Company SEC Documents, did not at the time they were filed contain when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein in the light of the circumstances under which they were made, made not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports Documents since December 31, 2017: (i)was i) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (covered, except as may be indicated in the notes theretocase of unaudited statements as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) and each fairly presented in all material respects present the consolidated financial position, results of operations and cash flows position of the Company and the consolidated Subsidiaries its subsidiaries as at of the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal consolidated results of operations cash flows and recurring year-end adjustments that did not and are not expected, individually or the changes in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet shareholders’ equity of the Company as at April 30, 1999, including and its subsidiaries for the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effectperiods covered thereby. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company Parent has filed all forms, reports and documents required to be filed by it with the SEC since October December 31, 19961998, and has heretofore made available to Parent and PurchaserParent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 1996, 1997 1998 and 19981999, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 2000 and June 30, 2000, (iii) all proxy statements relating to the CompanyParent's meetings of stockholders (whether annual or special) held since October December 31, 1996, 1998 and (iii)all iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company Parent with the SEC since October December 31, 1996 1998 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iiiiv) above being referred to herein, collectively, as the "Parent SEC REPORTSReports"). The Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Companydid not, did not at the time they were filed 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Actmanner. No Subsidiary subsidiary of Parent, except Blockbuster Corporation and the Company was or Company, is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports (i)was was or will be prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly presented in all material respects or will present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company Parent and the its consolidated Subsidiaries subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expectedwould not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect. (c) The Company Parent has no liabilities or obligations of any nature, except:(iexcept: (i) as and to the extent set forth on the balance sheet of the Company Parent as at April 30December 31, 1999, including the notes thereto (the "1999 BALANCE SHEET"), or (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Parent Material Adverse Effect. (d) Since April 30December 31, 1999, there has not been any Company Parent Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31September 18, 19961998, and has heretofore made available to Parent and PurchaserParent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 1996, 1997 1998 and 19981999, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 2000 and June 30, 2000, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31September 18, 19961998, and (iii)all iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31September 18, 1996 1998 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iiiiv) above being referred to herein, collectively, as the "Company SEC REPORTSReports"). The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Companydid not, did not at the time they were filed 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, and (iii) were filed in a timely manner or were deemed filed manner. Except as set forth in a timely manner pursuant to Rule 12(b)-25 Under Section 3.06 of the Exchange Act. No Subsidiary Company Disclosure Schedule, no subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (i)was was or will be prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly presented in all material respects or will present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company and the its consolidated Subsidiaries subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expectedwould not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(iexcept: (i) as and to the extent set forth on the balance sheet of the Company as at April 30December 31, 1999, including the notes thereto (the "1999 BALANCE SHEET"), or (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not reasonably be expected to have a Company Material Adverse Effect. (d) Since April 30December 31, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since October 31July 10, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 2006 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "“SEC REPORTS"Reports”). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT"), and “Securities Act”) or the Exchange Act, as the case may be, be and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary As of the date hereof, the Company was or is required eligible to file any form, report or other document with register securities on Form SB-2 of the SECSecurities Act. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereintherein except as otherwise noted therein (subject, except that any in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments that did not and are not expected, which individually or in the aggregateaggregate did not have, and would not reasonably be expected to have have, a Company Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) The Company has no liabilities or obligations of any nature, except:(i) Except as and to the extent set forth on the balance sheet of the Company as at April of September 30, 19992006 included in the Company Form 10-QSB for the quarterly period ended September 30, 2006, including the notes thereto thereto, the Company has no liabilities or obligations of any nature (the "1999 BALANCE SHEET"whether accrued, absolute, contingent or otherwise), (ii) as except for liabilities or obligations incurred since September 30, 2006 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement to which it is a party or (C) have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company Material Adverse Effect, except for changes that affect with the economy in general SEC pursuant to the Securities Act or the industry in which Exchange Act. (e) As of the date hereof, neither the Company operatesnor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Since January 1, 2014, the Company has filed or furnished on a timely basis all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed furnished by the Company with the SEC (as supplemented, modified or amended since October 31the time of filing, 1996 the “Company SEC Documents”). As of their respective dates, or, if amended prior to the date of this Agreement, as of the date of (and giving effect to) the formslast such amendment (and, reports in the case of registration statements and other documents referred to in clauses (iproxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), (ii) and (iii) above being referred to herein, collectively, as the "Company SEC REPORTS"). The SEC Reports (i) were prepared Documents complied in accordance all material respects with the requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19332001, as amended (the "SECURITIES ACT"“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the Exchange Act, as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to those Company SEC Documents, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC 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 United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). (c) The Company maintains a system of internal control over financial reporting (as defined in Rule 13a-15 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 Company; (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 the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2015, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. To the knowledge of the Company, did since January 1, 2014, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company, which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (2) any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. (d) The Company has established and maintains and has since January 1, 2014 maintained, disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance, and since January 1, 2014 has been in compliance, in all material respects with all current listing and corporate governance requirements of NASDAQ and is in compliance in all material respects with all applicable rules, regulations and requirements of the SEC and with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company SEC Documents. (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 Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. The Company has, prior to the date hereof, provided Parent or its Representatives with accurate and complete copies of all SEC comment letters received and response letters submitted and other correspondence with the SEC with respect to the Company SEC Documents, within the year prior to the date of this Agreement to the extent such comment letters, response letters and correspondence are not publicly available. (g) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time they were filed of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (i) The information with respect to the Company that the Company furnishes to Parent or Purchaser specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, will not 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 made therein, in light of the circumstances under which they were made, not misleading. (iiiii) were filed Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary Company Disclosure Documents. (h) All outstanding securities of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, have been offered and issued in each case, any notes thereto) contained in the SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented compliance in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999with all applicable securities Legal Requirements, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities Securities Act and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect“blue sky” Legal Requirements. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company Target has filed all forms, reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") since October 31January 28, 19962000, and has heretofore previously made available to Parent and PurchaserAcquiror, in the form filed with the SEC, (i) its Annual Reports Report on Form 10-K for the fiscal years ended October December 31, 19961999 and ▇▇▇▇▇▇▇▇ ▇▇, 1997 and 1998, respectively▇▇▇▇, (ii▇▇) its Quarterly Reports on Form 10-Q for the periods ended March 31, 2001, June 30, 2001 and September 30, 2001, (iii) all proxy statements relating to the Company's Target meetings of stockholders (whether annual or special) held since October 31January 28, 19962000, and (iii)all iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-QQ not referred to in clause (ii) above) filed by the Company Target with the SEC since October 31January 28, 1996 2000, (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iiiiv) above being referred to herein, collectively, as the "Target SEC REPORTSReports"), and (v) complete (i.e., unredacted) copies of each exhibit to the Target SEC Reports filed with the SEC. The Target SEC Reports Reports, as well as all forms, reports and documents to be filed by Target with the SEC after the date of this Agreement and prior to the Effective Time, (i) were or will be prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed filed, 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. as exhibits thereto. (b) No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (bc) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Target SEC Reports (i)was Reports, as well as all forms, reports and documents to be filed by Target with the SEC after the date hereof and prior to the Effective Time, was or will be prepared in accordance with the United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects or will fairly present the consolidated financial position, results of operations and cash flows of the Company Target and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereintherein in accordance with GAAP (subject, except that any in the case of unaudited interim financial statements were or will be subject statements, to the lack of complete footnotes and normal and recurring year-end adjustments that which did not and are not expected, individually or in the aggregate, expected to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effecton Target). (d) Since April 30, 1999, there Target has previously furnished to Acquiror complete and correct copies of all amendments and modifications that have not been any Company Material Adverse Effectfiled by Target with the SEC to all agreements, except for changes documents and other instruments that affect previously had been filed by Target with the economy SEC and are currently in general or the industry in which the Company operateseffect.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent accurate and Purchasercomplete copies of all registration statements, in the form filed with the SECproxy statements, Certifications (ias defined below) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (statements, reports, schedules, forms and other than Quarterly Reports on Form 10-Q) documents filed by the Company with the SEC since October 31January 1, 1996 2007 (the forms“Company SEC Documents”) as well as all comment letters received by the Company from the SEC since January 1, reports 2007 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All statements, reports, schedules, forms and other documents referred required to in clauses have been filed by the Company with the SEC have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (i)or, (ii) and (iii) above being referred if amended or superseded by a filing prior to hereinthe date of this Agreement, collectively, as then on the "SEC REPORTS"). The SEC Reports date of such filing): (i) were prepared each of the Company SEC Documents complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by: (A) the SEC’s Order dated June 27, and (iii) were filed in a timely manner or were deemed filed in a timely manner 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (B) Rule 12(b)-25 Under 13a-14 under the Exchange Act. No Subsidiary ; and (C) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Company was SEC Documents (collectively, the “Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 2, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required furnished, supplied or otherwise made available to file any form, report or other document with the SEC. (b) Each The Acquired Corporations maintain disclosure controls and procedures that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information concerning the Acquired Corporations is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company has made available to Parent accurate and complete copies of, all written descriptions of, and all policies, manuals and other documents promulgating such disclosure controls and procedures. The Company is in compliance with the applicable listing and other rules and regulations of the NASDAQ Global Market and has not since December 31, 2005 received any notice from the NASDAQ Global Market asserting any non-compliance with such rules and regulations. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company SEC Reports Documents: (i)was 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 generally accepted accounting principles applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the 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 will not, individually or in the aggregate, be material in amount), and (iii) and each fairly presented in all material respects present the consolidated financial position, position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby. No financial statements of any Person other than the Acquired Corporations are required by generally accepted accounting principles to be included in the consolidated Subsidiaries as at financial statements of the respective dates thereof and for Company. The financial statements required to be delivered to Parent pursuant to Section 4.1(i): (A) will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the respective periods indicated therein, covered (except that any unaudited interim such financial statements were or will may not contain footnotes and may be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would will not, individually or in the aggregate, have a be material in amount); and (B) will fairly present the consolidated financial position of the Company Material Adverse Effect or (iii) liabilities and obligations incurred in its consolidated subsidiaries as of the ordinary course respective dates thereof and the consolidated results of business consistent with past practice since April 30, 1999 operations of the Company and which would not have a Company Material Adverse Effectits consolidated subsidiaries for the periods covered thereby. (d) Since April 30The Company’s auditor has 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 the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the best of the knowledge of the Company, 1999, there has not been any 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 Material Adverse Effect, except for changes that affect Accounting Oversight Board thereunder. All non-audit services were approved as required by Section 202 of the economy ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Acquired Corporations maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or the industry in which the Company operates.specific authorizations; (ii) transactions are

SEC Filings; Financial Statements. (a) The Other than such documents that can be obtained on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇, Parent has delivered or made available to the Company has filed accurate and complete copies of all formsregistration statements, reports proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents required to be filed by it Parent with the SEC since October 31September 24, 19962020 (inclusive of such documents that can obtained on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ filed since such date, the “Parent SEC Documents”). All material statements, reports, schedules, forms and has heretofore made available other documents required to have been filed by Parent and Purchaser, in or its officers with the form SEC have been so filed on a timely basis. As of the time it was filed with the SECSEC (or, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating if amended or superseded by a filing prior to the Company's meetings date of stockholders (whether annual or special) held since October 31this Agreement, 1996then on the date of such filing), and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by each of the Company Parent SEC Documents complied in all material respects with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be) and, and the rules and regulations thereunder, (ii) to the knowledge as of the Company, did not at the time they were filed contain filed, 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 made therein, in the light of the circumstances under which they were made, not misleading, . The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (iiiii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary 18 U.S.C. §1350 (Section 906 of the Company was ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Parent SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 3.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required furnished, supplied or otherwise made available to file any form, report or other document with the SEC. (b) Each of the The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Parent SEC Reports Documents: (i)was 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 generally accepted accounting principles applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes thereto) and each fairly presented to such financial statements or, in all material respects the consolidated case of unaudited financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereinstatements, except as permitted by the SEC on Form 10-Q under the Exchange Act, and except that any the unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end adjustments that did not adjustments, none of which are material) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and are not expected(iii) fairly present, individually in all material respects, the financial position of Parent (or the consolidated financial position of Parent and its consolidated Subsidiaries, as applicable) as of the respective dates thereof and the results of operations and cash flows of Parent (or the consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries, as applicable) for the periods covered thereby. Other than as expressly disclosed in the aggregateParent SEC Documents filed prior to the date hereof, there has been no material change in Parent’s accounting methods or principles that would be required to have a Company Material Adverse Effectbe disclosed in Parent’s financial statements in accordance with GAAP. (c) The Company Since January 1, 2019 through the date of this Agreement, Parent has no liabilities not received any comment letter from the SEC or obligations the staff thereof or any correspondence from officials of any nature, except:(i) as and Nasdaq or the staff thereof relating to the extent set forth on the balance sheet delisting or maintenance of listing of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse EffectParent Common Stock on Nasdaq. (d) Since April 30January 1, 19992019 through the date of this Agreement, 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 Parent Board or any committee thereof. Since January 1, 2019, neither Parent nor, to Parent’s Knowledge, its independent auditors have identified (i) any significant deficiency or material weakness in the design or operation of the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent, Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (e) As of the date of this Agreement, Parent is in compliance in all material respects with the applicable current listing and governance rules and regulations of Nasdaq. (f) Parent maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that 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 to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures are made only in accordance with authorizations of management and the Parent Board and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on Parent and its Subsidiaries’ financial statements. Parent has evaluated the effectiveness of Parent’s internal control over financial reporting as of December 31, 2021, and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Parent has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent’s auditors and audit committee (and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies, if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any known fraud that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has not been identified, based on its most recent evaluation of internal control over financial reporting, any Company Material Adverse Effectmaterial weaknesses in the design or operation of Parent’s internal control over financial reporting. (g) Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by Parent in the periodic reports that it files or submits under the Exchange Act is recorded, except for changes processed, summarized and reported within the required time periods, and that affect all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the economy in general or the industry in which the Company operatesCertifications.

SEC Filings; Financial Statements. (a) The Parent has delivered or made available to the Company has filed all formsaccurate and complete copies (excluding copies of exhibits) of each report, reports registration statement and documents required to be definitive proxy statement filed by it Parent with the SEC since October 31January 1, 19961998 (the "Parent SEC Documents"). All statements, and has heretofore made available to Parent and Purchaserreports, in the form filed with the SECschedules, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports forms and other registration statements (other than Quarterly Reports on Form 10-Q) documents required to have been filed by the Company Parent with the SEC since October 31January 1, 1996 1998 have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the formsdate of this Agreement, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as then on the "SEC REPORTS"). The SEC Reports date of such filing): (i) were prepared each of the Parent SEC Documents complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports Documents: (i)was 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 generally accepted accounting principles applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each fairly presented to such financial statements and, in all material respects the consolidated financial positioncase of unaudited statements, results of operations and cash flows as permitted by Form 10-Q of the Company SEC, and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end audit adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would which will not, individually or in the aggregate, have a Company Material Adverse Effect or be material in amount); and (iii) liabilities fairly present the consolidated financial position of Parent and obligations incurred in its consolidated subsidiaries as of the ordinary course respective dates thereof and the consolidated results of business consistent with past practice since April 30, 1999 operations of Parent and which would not have a Company Material Adverse Effectits consolidated subsidiaries for the periods covered thereby. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all formsAll statements, reports reports, schedules, forms and other documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) have been filed by the Company with the SEC since October 31January 1, 1996 2018 (the forms, reports and other documents referred to in clauses (i), (ii“Company SEC Reports”) and (iii) above being referred to herein, collectivelyhave been so filed on a timely basis and, as of the "date hereof, are publicly available on ▇▇▇▇▇. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC REPORTS"). The SEC Reports (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) were prepared each of the Company SEC Reports complied in accordance all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed contain Company 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. 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 (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary principal financial officer of the Company was have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (each such required certification, a “Certification”), and the statements contained in each Certification were accurate and complete as of its date. For purposes of this Agreement, (A) “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the term “file” and variations thereof, when used in reference to the SEC, shall be broadly construed to include any manner in which any document or information is required furnished or supplied to file the SEC. As of the date of this Agreement, there are no unresolved written comments issued by the staff of the SEC with respect to any formof the Company SEC Reports. As of the date of this Agreement, report or other document with to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents (including all exhibits) required to be filed by it with the SEC since October 31July 10, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 2006 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "“SEC REPORTS"Reports”). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT"), and “Securities Act”) or the Exchange Act, as the case may be, be and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary As of the date hereof, the Company was or is required eligible to file any form, report or other document with register securities on Form S-3 of the SECSecurities Act. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereintherein except as otherwise noted therein (subject, except that any in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments that did not and are not expected, which individually or in the aggregateaggregate did not have, and would not reasonably be expected to have have, a Company Material Adverse Effect). The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) The Company has no liabilities or obligations of any nature, except:(i) Except as and to the extent set forth on the balance sheet of the Company as at April of June 30, 19992009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto thereto, the Company has no liabilities or obligations of any nature (the "1999 BALANCE SHEET"whether accrued, absolute, contingent or otherwise), (ii) as except for liabilities or obligations incurred since June 30, 2009 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company Material Adverse Effect, except for changes that affect with the economy in general SEC pursuant to the Securities Act or the industry in which Exchange Act. (e) As of the date hereof, neither the Company operatesnor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to file any such complaint.

SEC Filings; Financial Statements. (a) The Company U S WEST has filed all forms, reports and documents required to be filed by it with the SEC since October 31June 12, 19961998, and has heretofore delivered or made available to Parent and PurchaserGlobal, in the form filed with the SEC, together with any amendments thereto, its (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the CompanyU S WEST's meetings of stockholders (whether annual or special) held since October 31January 1, 1996, and (iii)all other forms, reports and other registration statements (other than iii) Quarterly Reports on Form 10-QQ for the fiscal quarters ended March 31, June 30, September 30, 1998, and March 31, 1999 and (iv) all other reports or registration statements filed by the Company U S WEST with the SEC since October 31January 1, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "U S WEST SEC REPORTSReports"). The U S WEST SEC Reports (i) were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, as the case may be, and the rules and regulations thereunderpromulgated under each of such respective acts, and (ii) to the knowledge of the Company, did not at the time they were 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the The financial statements (includingstatements, in each caseincluding all related notes and schedules, any notes thereto) contained in the U S WEST SEC Reports (i)was prepared or incorporated by reference therein) fairly present the consolidated financial position of U S WEST and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of U S WEST and its Subsidiaries for the periods indicated in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated for changes in accounting principles disclosed in the notes thereto) and each fairly presented subject in all material respects the consolidated financial position, results case of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectadjustments. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports Made Available complete and documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, correct copies of (i) its the Company’s Annual Reports Report on Form 10-K for the its fiscal years year ended October December 31, 1996, 1997 and 1998, respectively2014, (ii) all its proxy or information statements relating to the Company's meetings of stockholders (whether annual or special) held the shareholders of the Company since October 31January 1, 1996, 2014 and (iii)all iii) all of its other formsreports, reports statements, schedules and other registration statements filed with the SEC since January 1, 2014 (the documents referred to in this Section 3.3(a), together with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to as the “Company SEC Documents”). Since January 1, 2014 through the date hereof, the Company has filed with the SEC each report, statement, schedule or registration statement or other than Quarterly Reports on Form 10-Q) filing required by Applicable Law to be filed by the Company at or prior to the time so required. No Subsidiary of the Company is required to file any report, statement, schedule, form or other document, or make any other filing, with the SEC since October 31SEC. (b) As of its filing date (or, 1996 (if amended or superseded by a filing prior to the formsdate hereof, reports and other documents referred to in clauses (ion the date of such filing), (ii) and (iii) above being referred each Company SEC Document complied as to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared form in accordance all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of 1933its filing date (or, as if amended (or superseded by a filing prior to the "SECURITIES ACT"date hereof, on the date of such filing), and no Company SEC Document filed pursuant to the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed contain Act contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any 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. (c) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (i) complied as to form, as of their respective filing dates with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except, in the case of unaudited statements, for the absence of footnotes), and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated fairly presented (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that presented therein (subject to normal year-end adjustments in the case of any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"statements), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP, 1999including reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, there has not been (ii) receipts and expenditures are executed in accordance with the authorization of management and (iii) any Company Material Adverse Effectunauthorized use, except for changes acquisition or disposition of the Company’s assets that would materially affect the economy Company’s financial statements would be detected or prevented in general a timely manner. The Company’s principal executive officer and principal financial officer disclosed, based on their most recent evaluation of the Company’s internal control over financial reporting prior to the date hereof, to the Company’s auditors and audit committee, that (i) there were no significant deficiencies or material weaknesses in the industry design or operation of the Company’s internal control over financial reporting which were reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) there was no fraud, whether or not material, that involved management or other employees who had a significant role in which the Company’s internal control over financial reporting. (e) Since January 1, 2015, (i) neither the Company operatesnor any of its Subsidiaries has received in writing any material complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) to the knowledge of 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, breach of fiduciary duty or similar violation relating to periods after January 1, 2015, by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof. (f) Neither the Company nor any of its Subsidiaries is party to or has any obligation or other commitment to become party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any of the Company or its Subsidiaries in the Company’s published financial statements or other Company SEC Documents. (g) The Company has Made Available copies of all comment letters received by the Company from the SEC since January 1, 2014 relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date hereof, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC and (ii) to the knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 1996, 1997 1994 and 19981995, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31January 1, 19961995, and (iii)all iv) all other forms, reports and other or registration statements (other than Quarterly Reports on Form 10-QQ not referred to in clause (ii) above) filed by the Company with the SEC since October 31January 1, 1996 1995, and (the forms, v) all amendments and supplements to all such reports and other documents referred to in clauses registration statements filed by the Company with the SEC since January 1, 1995 (i), (ii) and (iii) above being referred to herein, collectively, as the "Company SEC REPORTSReports"). The Except as disclosed in Section 3.7 of the Company Disclosure Schedule, the Company SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except for STAT Healthcare, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary Inc., none of the Company was or Company's subsidiaries is required to file any formforms, report reports or other document documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (i)was was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) ), and each fairly presented presents in all material respects the consolidated financial position, results of operations and cash flows position of the Company and the consolidated Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated thereinindicated, except that any the unaudited interim financial statements were or will be are subject to normal and recurring year-end adjustments that did which were not and or are not expected, individually or expected to be material in the aggregate, to have a Company Material Adverse Effectamount. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents required to be filed by it with the SEC since October 31June 29, 19961999. Without limiting the generality of the foregoing, and the Company has heretofore made available to Parent and Purchaser, in the form filed with the SEC, filed: (i) its Annual Reports Report on Form 10-K for the fiscal years ended October 31September 30, 1996, 1997 1999 and 19982000, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended December 31, 2000 and ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31June 29, 1996, 1999 and (iii)all other forms, iv) all current reports and other registration statements (other than Quarterly Reports filed on Form 108-Q) filed by the Company with the SEC since October 31, 1996 K (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iiiiv) above being referred to herein(including any exhibits, annexes and any amendments thereto) being, collectively, as the "SEC REPORTSReports"). The SEC Reports (i) were prepared in all material respects in accordance with the requirements of either the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) (A) in the case of SEC Reports filed pursuant to the knowledge of the CompanySecurities Act, did not not, at the time they were filed filed, or, if amended, as of the date of and giving effect to such amendment, 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 made therein not misleading and (B) in the case of SEC Reports filed pursuant to the Exchange Act, did not, as of the respective dates filed with the SEC or first mailed to stockholders, as applicable, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC since October 31August 15, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS")2002. The Company SEC Reports (i) were or will be prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, thereunder and (ii) to the knowledge of the Company, did not at the time they were filed with the SEC, or will not at the time they are filed with the SEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . The Certifications are each true and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Actcorrect. No Subsidiary of the Company was is or is has been required to file any form, report report, registration statement or other document with the SEC. (b) Each . The Acquired Companies maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act, and such disclosure controls and procedures are effective to ensure that all material information concerning the Acquired Companies is made known on a timely basis to the individuals responsible for the preparation of Company's filings with the SEC and other public disclosure documents. Company has delivered to Parent copies of all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. Company is in compliance with the applicable listing rules of the financial statements (includingNASDAQ National Market and has not since August 2002 received any notice from the NASDAQ National Market asserting any non-compliance with such rules. As used in this Section 2.4, the term "file" shall be broadly construed to include any manner in each casewhich a document or information is furnished, any notes thereto) contained in the SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were supplied or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and otherwise made available to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse EffectSEC. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company Beneficiary has made available to Contributors, or the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC contains in a publicly available format, accurate and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents (and all amendments or supplements thereto excluding exhibits thereto) filed all formsor furnished by Beneficiary with the SEC (the “Beneficiary SEC Documents”). All statements, reports reports, schedules, forms and other documents required to be have been filed or furnished by it Beneficiary with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in have been so filed or furnished. As of the form time it was filed with or furnished to the SECSEC (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) its Annual Reports on Form 10-K for each of the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) Beneficiary SEC Documents complied in all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company material respects with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act or the Securities Exchange Act of 19331934, as amended (the "SECURITIES ACT"), and the “Exchange Act, ”) (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed contain Beneficiary 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 the light of the circumstances under which they were made, not misleading, . Each of the certifications and statements relating to the Beneficiary SEC Documents required by: (iii1) were filed in a timely manner Rule 13a-14 or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under 15d-14 under the Exchange Act. No Subsidiary ; or (2) 18 U.S.C. § 1350 (Section 906 of the Company ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) (collectively, the “Beneficiary Certifications”) was accurate and complete, and complied as to form and content with all applicable legal requirements in effect at the time such Beneficiary Certification was filed with or is required furnished to file any form, report or other document with the SEC. (b) Each of the The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Beneficiary SEC Reports Documents: (i)was 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 generally accepted accounting principles in the U.S. (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated covered (except as may be indicated except, in the notes theretocase of unaudited statements, as permitted by Form 10-Q of the SEC), and (iii) fairly present the financial position of Beneficiary as of the respective dates thereof and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and Beneficiary for the respective periods indicated therein, except that any unaudited interim covered thereby. No financial statements were or will of any Person other than the Beneficiary are required by GAAP to be subject to normal and recurring year-end adjustments that did not and are not expected, individually or included in the aggregate, to have a Company Material Adverse Effectfinancial statements of the Parent. (c) The Company has no liabilities Beneficiary maintains effective disclosure controls and procedures required by Rule 13a-15 or obligations 15d-15 under the Exchange Act. Beneficiary maintains a system of any nature, except:(iinternal control over financial reporting (as defined in Rules 13a-15(f) as and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the extent set forth on reliability of financial reporting and the balance sheet preparation of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or financial statements for external purposes in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent accordance with past practice since April 30, 1999 and which would not have a Company Material Adverse EffectGAAP. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31, 1996, Securities and has heretofore made available to Parent and Purchaser, in the form filed with the Exchange Commission ("SEC, ") including (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 1996, 1997 1999 and 19982000, respectively, (ii) the 3-31-01 10-Q, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996), and (iii)all iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iiiiv) above being referred to hereinabove, collectively, as the "COMPANY SEC REPORTS"). The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (and the "SECURITIES ACT")rules and regulations of the SEC promulgated thereunder, and the Exchange Act, as the case may be, and the rules and regulations thereunderapplicable, (ii) to the knowledge of the Companydid not, did not at the time they were filed 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Actmanner. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (i)was the "COMPANY FINANCIAL STATEMENTS") complied to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC, each was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) during the periods indicated involved (except as may be indicated in the notes thereto) and each presented fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, and reflects all claims against and all debts and liabilities of the Company, fixed or contingent, as at the respective date thereof, required to be shown thereon under GAAP, and the related statements of income, stockholders' equity and cash flows fairly present the results of operations for the respective periods indicated, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did have not and are not expected, individually had or resulted in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(iexcept (i) as and to the extent set forth disclosed on the balance sheet of the Company as at April 30March 31, 19992001, including the notes thereto (thereto, or on the "1999 BALANCE SHEET")balance sheet of the Company as at December 31, 2000, including the notes thereto, (ii) as would not, individually or disclosed in the aggregateCompany SEC Reports, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred as have not had or resulted in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30March 31, 19992001, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company TeleCorp has timely filed all forms, reports reports, schedules, statements and documents required to be filed by it with the SEC since October 3113, 19961999 (collectively, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports Registration Statement on Form 10-K for the fiscal years ended S-1 dated October 3120, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 19331999, as amended (the "SECURITIES ACTTeleCorp S-1"), the "TeleCorp SEC Reports") ------------ -------------------- pursuant to the Federal securities Laws and the SEC regulations promulgated thereunder. The TeleCorp SEC Reports were prepared in accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Exchange Act, as Act and the case may be, Securities Act and the rules and regulations thereunder, (ii) to the knowledge of the Company, promulgated thereunder and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of TeleCorp's Subsidiaries has filed, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required obligated to file file, any formforms, report reports, schedules, statements or other document documents with the SEC. (b) Each of the audited and unaudited consolidated financial statements (including, in each case, any related notes and schedules thereto) contained in the TeleCorp SEC Reports (i)was i) complied in all material respects with applicable accounting requirements and the published regulations of the SEC with respect thereto, (ii) were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, to ---- the extent otherwise permitted by Form 10-Q) applied on a consistent basis throughout the periods indicated involved (except as may be indicated expressly described in the notes thereto) and each (iii) fairly presented present in all material respects the consolidated financial position, results position of operations TeleCorp and cash flows of the Company and the consolidated its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated thereinindicated, except that any unaudited subject in the case of interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectadjustments. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The As of the date hereof, the Company has filed Made Available to Parent all formsmaterial written correspondence between any of the Acquired Companies on the one hand, reports and documents the SEC on the other hand, since December 31, 2014. To the Knowledge of the Company, all Company SEC Documents required to be have been filed or furnished by it the Company or its officers with the SEC since October December 31, 19962014 have been so filed or furnished on a timely basis, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, including any certification or statement required by: (i) its Annual Reports on Form 10Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the ▇▇▇▇▇▇▇▇-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, ▇▇▇▇▇ Act); (ii) all proxy statements relating to Section 906 of the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10▇▇▇▇▇▇▇▇-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) ▇▇▇▇▇ Act; and (iii) above being referred any other rule or regulation promulgated by the SEC or applicable to hereinthe Company SEC Documents filed on or after December 31, 2014 (collectively, as the "SEC REPORTS"“Certifications”). The None of the Acquired Companies, other than the Company and any Subsidiary that is registered with the SEC Reports as an investment adviser or broker-dealer, is required to file any documents with the SEC. As of the time it was filed with or furnished to the SEC (i) were prepared or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in accordance with the case of any Company SEC Document that is a registration statement filed pursuant to the requirements of the Securities Act of 1933Act, as amended of the effective date of such Company SEC Document): (A) each Company SEC Document complied in all material respects with the "SECURITIES ACT"), and applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (iiB) to the knowledge of the Company, did not at the time they were filed contain no Company SEC Document 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurances: (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles; (ii) that transactions are executed only in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Acquired Companies’ properties or assets. The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) sufficient to ensure that all material information concerning the Acquired Companies is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents, and otherwise ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, to allow timely decisions regarding required disclosure and to make the Certifications. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company SEC Reports Documents filed on or after December 31, 2014, including the Company Financial Statements: (i)was 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 generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated covered (except (A) as may be indicated therein or in the notes thereto, (B) with respect to unaudited statements as permitted by the SEC and each (C), in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments as permitted by GAAP and the applicable rules and regulations of the SEC and the absence of notes thereto); and (iii) fairly presented present (in accordance with GAAP) in all material respects the consolidated financial position, position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and the its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effectcovered thereby. (d) None of the Acquired Companies 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 any Acquired Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Acquired Companies in the Acquired Companies’ published financial statements or any of the Company SEC Documents. The Company has Made Available to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined above) effected by any of the Acquired Companies that are in effect at the date of this Agreement. (e) Since April 30December 31, 19992014 through the date hereof, there has not been any Company Material Adverse Effectnone of the Acquired Companies, except for changes that affect the economy in general Company’s independent accountants (to the Knowledge of the Company), or the industry board of directors or audit committee of the board of directors of any Acquired Company, has received: (i) any written notification of any: (A) “significant deficiency” in which the internal controls over financial reporting of any of the Acquired Companies; (B) “material weakness” in the internal controls over financial reporting of any of the Acquired Companies; or (C) fraud, whether or not material, that involves management or other employees of any of the Acquired Companies who have a significant role in the internal controls over financial reporting of the applicable Acquired Company; or (ii) any material complaint, allegation, assertion or claim alleging, asserting or claiming that the accounting or auditing practices, procedures, methodologies or methods of any of the Acquired Companies or their respective internal accounting controls fail to comply with generally accepted accounting principles, generally accepted auditing standards or applicable Legal Requirements. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company operatesAccounting Oversight Board in Auditing Standard No. 2.

SEC Filings; Financial Statements. (a) The Company has filed all formsAll registration statements, prospectuses, reports required by Section 13 or 15(d) of the Exchange Act and documents filings pursuant to Regulation D promulgated under the Securities Act (including, in each case, all exhibits and schedules thereto) required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed furnished by the Company with the SEC since October 31January 1, 1996 (2006 have been so filed or furnished, and the Company will file prior to the expiration date of the Offer all forms, reports and documents with the SEC that are required to be filed or furnished by it prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents referred filed or furnished (as applicable) by the Company with the SEC after January 1, 2006 and on or prior to in clauses the expiration date of the Offer that are not required to be so filed or furnished, the “Company SEC Documents”). As of the time it was filed or will be filed (i), (ii) and (iii) above being referred to herein, collectively, as the "case may be) with the SEC REPORTS"). The SEC Reports (or, if amended or superseded by a filing, then on the date of such filing): (i) were prepared each of the Company SEC Documents complied or will comply (as the case may be) in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be), and with all applicable provisions of the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Company SEC Document was, or will be, filed; and regulations thereunder, (ii) to the knowledge none of the Company, did not at Company SEC Documents contained or will contain (as the time they were filed contain case may be) any untrue statement of a material fact or omitted or will omit (as the case may be) 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. True and correct copies of all Company SEC Documents filed prior to the date hereof, whether or not required under applicable laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (iii▇▇▇▇▇) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary database of the Company was or is required to file any form, report or other document with the SEC. (b) Each Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company SEC Documents (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Entity that such Company SEC Documents (includingincluding the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s knowledge, there is not any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). Except for filings pursuant to Regulation D promulgated under the Securities Act, none of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Documents, except as disclosed in each casecertifications filed with the Company SEC Documents. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (c) The consolidated financial statements of the Company and its Subsidiaries (including any notes theretorelated notes) contained in the Company SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each Documents fairly presented present, in all material respects respects, or will present in all material respects, as the case may be, the consolidated financial position, position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and the consolidated its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim covered thereby. The consolidated financial statements were of the Company and its Subsidiaries (including any related notes) contained in the Company SEC Documents have been or will be (as the case may be) prepared in accordance with GAAP applied on a consistent basis throughout the periods and at the dates covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments adjustments). (d) The Company and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that did (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide 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 and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Board of Directors of the Company and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries. Since January 1, 2005, neither the Company nor any of its Subsidiaries (including any employee thereof) nor, to the Company’s knowledge, the Company’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management (including management of the Company’s Subsidiaries) or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and are its Subsidiaries or (C) any claim or allegation regarding any of the foregoing. (e) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any its Subsidiaries in the Company’s consolidated financial statements. (f) Since January 1, 2005, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, consultant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or executive officer of the Company. (g) To the Company’s knowledge, no employee of the Company or any of its Subsidiaries has provided or 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 Legal Requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (h) The Company is in compliance in all material respects with all effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to the Company. (i) Neither the Company nor any of its Subsidiaries has any liabilities except for: (i) liabilities disclosed in the financial statements (including any related notes) for the quarter ended June 30, 2008 and attached hereto as Schedule 3.4(i); (ii) liabilities incurred in connection with this Agreement; and (iii) liabilities that would not expectedhave, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Parent has delivered or made available to the Company has filed all formsaccurate and complete copies (excluding copies of exhibits) of each report, reports registration statement and documents required to be definitive proxy statement filed by it Parent with the SEC since October 31July 1, 19961999 (the "Parent SEC Documents"). All statements, and has heretofore made available to Parent and Purchaserreports, in the form filed with the SECschedules, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports forms and other registration statements (other than Quarterly Reports on Form 10-Q) documents required to have been filed by the Company Parent with the SEC since October 31such date have been so filed on a timely basis. As of the time it was filed with the SEC (or, 1996 (if amended or superseded by a filing prior to the formsdate of this Agreement, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as then on the "SEC REPORTS"). The SEC Reports date of such filing): (i) were prepared each of the Parent SEC Documents complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports Documents: (i)was 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 generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each fairly presented to such financial statements and, in all material respects the consolidated financial positioncase of unaudited statements, results of operations and cash flows as permitted by Form 10-Q of the Company SEC, and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end audit adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would which will not, individually or in the aggregate, have a Company Material Adverse Effect or be material in amount); and (iii) liabilities fairly present the consolidated financial position of Parent and obligations incurred in its consolidated subsidiaries as of the ordinary course respective dates thereof and the consolidated results of business consistent with past practice since April 30, 1999 operations of Parent and which would not have a Company Material Adverse Effectits consolidated subsidiaries for the periods covered thereby. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports reports, statements, schedules, registration statements and other documents required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") since October 3113, 19961999 (the "Company SEC Documents"), and has heretofore made available to Parent and Purchaser, each of which complied in the form filed all material respects with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, or the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. No subsidiary of the Company is required to file any form, report, statement, schedule, registration statement or other document with the SEC. No Company SEC Document, when filed (ii) or, if amended or superseded by a filing prior to the knowledge Closing Date, then on the date of the Company, did not at the time they were filed contain such filing) 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the audited and unaudited consolidated financial statements of the Company (including, in each case, including any related notes thereto) contained included in the Company SEC Reports (i)was Documents have been prepared in accordance with United States generally accepted accounting principles ("GAAP"), applied on a consistent basis throughout during the relevant periods indicated (except as may be indicated disclosed in the notes thereto) ), and each present fairly presented in all material respects the consolidated financial position, position and consolidated results of operations and changes in cash flows of the Company and the consolidated Subsidiaries its subsidiaries as at of the respective dates thereof and or for the respective periods indicated reflected therein, except that any except, in the case of the unaudited interim financial statements were or will be subject to statements, for normal and recurring year-end adjustments that did not and are not material. (c) Except to the extent set forth on the consolidated balance sheet of the Company and its subsidiaries as of September 30, 2001, included in the Company SEC Documents (the "Latest Balance Sheet"), or in the notes thereto, neither the Company nor any of its subsidiaries has any liabilities, debts, claims or obligations of any nature (whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due), and there is no existing condition or set of circumstances which would reasonably be expected, individually or in the aggregate, to have result in such a Company Material Adverse Effect. (c) The Company has no liability, except for liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April September 30, 1999 and 2001, none of which would not would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect with respect to the Company. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31, 1996, Securities and Exchange Commission (the "SEC") and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, copies of (i) its Annual Reports Report on Form 10-K for the fiscal years year ended October 31Marc▇ ▇▇, 1996, 1997 and 1998, respectively▇▇▇▇, (ii▇▇) all ▇▇▇ other reports or registration statements filed by the Company with the SEC since Marc▇ ▇▇, ▇▇▇▇, (▇▇▇) ▇▇▇ proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October March 31, 19961994, and (iii)all other forms, iv) all amendments and supplements to all such reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 pursuant to the requirements of the Securities Act or the Exchange Act (the forms, reports and other documents referred to in clauses (i), (iii)-(iv) and (iii) above being referred to herein, collectively, as the "COMPANY SEC REPORTS"). The Except as disclosed in Section 2.7 of the Company Disclosure Schedule, the Company SEC Reports (i) were prepared as to form in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed (or if amended or superseded by a subsequent filing, 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary None of the Company was or Company's subsidiaries is required to file any formforms, report reports or other document documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (i)was was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) ), and each fairly presented presents in all material respects the consolidated financial position, results of operations and cash flows position of the Company and the consolidated Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholders equity for the respective periods indicated thereinindicated, except that any the unaudited interim financial statements were or will be are subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectadjustments. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports and documents required to be filed by it with the SEC since October December 31, 19962005 (the “SEC Reports”). No Subsidiary is required to file any report, and has heretofore made available to Parent and Purchaserproxy statement, in the form filed registration statement, form, schedule or other document with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with either the requirements of the Securities Act of 1933, as amended (together with the "SECURITIES ACT"rules and regulations thereunder, the “Securities Act”), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Companydid not, did not at the time they were filed filed, or, if amended, as of the date of such 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each The Company has devised and maintains a system of internal accounting controls (within the meaning of 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 (including, in each case, any notes thereto) contained in the SEC Reports (i)was prepared for external purposes in accordance with United States generally accepted accounting principles applied on a consistent basis throughout (“GAAP”). The Company (i) has designed disclosure controls and procedures (within the periods indicated (except as may be indicated in the notes theretomeaning of Rules 13a-15(e) and each fairly presented in all 15d-15(e) of the Exchange Act) to ensure that information material respects the consolidated financial position, results of operations and cash flows of to the Company and the consolidated Subsidiaries Subsidiaries, taken as at a whole, relating to it and any Subsidiary is made known to the respective dates thereof management of the Company by others within the Company or any Subsidiary as appropriate to allow timely decisions regarding required disclosure and for to make the respective periods indicated thereincertifications required by the Exchange Act with respect to the SEC Reports and (ii) has disclosed, except that based upon the Company’s most recent evaluation, to its auditors and the audit committee of the Board (1) any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or significant deficiencies in the aggregatedesign or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company Material Adverse Effecthas provided to Parent copies of any such disclosure set forth in clause (1) or clause (2) of the preceding sentence. (c) The Neither the Company has no liabilities nor any Subsidiary nor the chief executive officer or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet chief financial officer of the Company or any Subsidiary is aware of, and neither the Board nor the board of directors of any Subsidiary nor, to the knowledge of the Company, the Company’s auditors or the auditors of any Subsidiary has been advised of (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as at April 30, 1999, including defined in Public Company Accounting Oversight Board Auditing Standard 2) in the notes thereto (the "1999 BALANCE SHEET"), Company’s internal controls over its consolidated financial reporting or (ii) as would notany fraud, individually whether or not material, that involves management or other employees who have a significant role in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse EffectCompany’s internal controls over its consolidated financial reporting. (d) Since April 30The Company and each of its officers and directors are in compliance with, 1999and has complied with, there has not been any Company Material Adverse Effectin each case in all material respects, except for changes the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated under such act and the Exchange Act (collectively, “Sarbanes Oxley”) and the rules and regulations of the NASDAQ that affect are applicable to the economy in general or Company. The Company’s auditors and Chief Executive Officer and Chief Financial Officer have given all certifications, attestations and reports required pursuant to the industry in which rules and regulations adopted pursuant to Section 404 of the Company operates▇▇▇▇▇▇▇▇-▇▇▇▇▇.

SEC Filings; Financial Statements. (a) The Company has Viacom and Blockbuster have filed all forms, reports and documents required to be filed by it with the SEC since October from December 31, 19961996 to the date of this Agreement, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, including: (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectivelyK, (ii) all Quarterly Reports on Form 10-Q and (iii) proxy statements relating to the CompanyViacom's and Blockbuster's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and ), (iii) and all other forms, reports and other registration statements filed by Viacom or Blockbuster 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 "Viacom SEC REPORTSReports"). The Viacom SEC Reports Reports, as well as all forms, reports and documents to be filed by Viacom or Blockbuster 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 of 1933, as amended (the "SECURITIES ACT")Act, and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed filed, 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed in a timely manner or were deemed filed in a timely manner pursuant as exhibits thereto. No Viacom subsidiary, except Blockbuster, is subject to Rule 12(b)-25 Under the periodic reporting requirements of the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Viacom SEC Reports (i)was and each of the financial statements to be filed by Viacom or Blockbuster with the SEC after the date hereof and prior to the Effective Time was or will be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) 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 the Company Viacom and the consolidated Subsidiaries its subsidiaries as at the respective dates thereof and for the respective periods indicated thereintherein in accordance with United States generally accepted accounting principles (subject, except that any in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments that did which were not and are not expectedexpected to be material). (c) Except as and to the extent set forth in the Viacom SEC Reports, Viacom 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, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Viacom Material Adverse Effect. (d) Since April 30, 1999, there Viacom has heretofore furnished to CBS complete and correct copies of all material amendments and modifications that have not been any Company Material Adverse Effectfiled by Viacom or Blockbuster with the SEC to all agreements, except for changes documents and other instruments that affect previously had been filed by Viacom or Blockbuster with the economy SEC and are currently in general or the industry in which the Company operateseffect.

SEC Filings; Financial Statements. (a) The Company Other than such documents that can be obtained on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇, ▇▇▇▇▇▇ has made available to Iris accurate and complete copies of all registration statements, proxy statements, Meadow Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Meadow with the SEC between January 1, 2020 and the date hereof (the “Meadow SEC Documents”). Since the date of the Meadow Balance Sheet, all formsmaterial statements, reports reports, schedules, forms and other documents required to be have been filed by it Meadow or its officers with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in have been so filed on a timely basis. As of the form time it was filed with the SECSEC (or, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating if amended or superseded by a filing prior to the Company's meetings date of stockholders (whether annual or special) held since October 31this Agreement, 1996then on the date of such filing), and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by each of the Company Meadow SEC Documents complied in all material respects with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be) and, and the rules and regulations thereunder, (ii) to the knowledge as of the Company, did not at the time they were filed contain filed, none of the Meadow 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 the light of the circumstances under which they were made, not misleadingmisleading (or, and (iii) were in the case of a Meadow SEC Document that is a registration statement, as amended or supplemented, if applicable, filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein not misleading); provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by ▇▇▇▇▇▇ to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. No Subsidiary The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Company was ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Meadow SEC Documents (collectively, the “Meadow Certifications”) are accurate and complete in all material respects and comply as to form and content in all material respects with all applicable Laws. As used in this Section 4.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required furnished, supplied or otherwise made available to file any form, report or other document with the SEC. (b) Each of the The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Meadow SEC Reports Documents: (i)was 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 generally accepted accounting principles applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes thereto) and each fairly presented to such financial statements or, in all material respects the consolidated case of unaudited financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereinstatements, except as permitted by the SEC on Form 10-Q under the Exchange Act, and except that any the unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end adjustments that did not adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and are not expected(iii) fairly present, individually or in all material respects, the financial position of Meadow and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of Meadow and its consolidated Subsidiaries for the periods covered thereby. Other than as expressly disclosed in the aggregateMeadow SEC Documents filed between January 1, 2020 and the date hereof there has been no material change in ▇▇▇▇▇▇’s accounting methods or principles that would be required to have a Company Material Adverse Effectbe disclosed in Meadow’s financial statements in accordance with GAAP. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet As of the Company as at April 30date of this Agreement, 1999, including Meadow is in compliance in all material respects with the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities applicable current listing and obligations incurred in the ordinary course governance rules and regulations of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse EffectNasdaq. (d) Since April 30Meadow maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that 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 to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, 1999(ii) that receipts and expenditures are made only in accordance with authorizations of management and the Meadow Board and (iii) regarding prevention or timely detection of the unauthorized acquisition, there use or disposition of Meadow’s assets that could have a material effect on ▇▇▇▇▇▇’s financial statements. Meadow has evaluated the effectiveness of Meadow’s system of internal control over financial reporting as of December 31, 2021, and, to the extent required by applicable Law, presented in any applicable Meadow SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. ▇▇▇▇▇▇ has disclosed, based on its most recent evaluation of internal control over financial reporting, to ▇▇▇▇▇▇’s auditors and audit committee (and made available to Iris a summary of the significant aspects of such disclosure) (A) all significant deficiencies, if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect ▇▇▇▇▇▇’s ability to record, process, summarize and report financial information and (B) any known fraud that involves management or other employees who have a significant role in Meadow’s internal control over financial reporting. Meadow has not been identified, based on its most recent evaluation of internal control over financial reporting, any Company Material Adverse Effectmaterial weaknesses in the design or operation of Meadow’s internal control over financial reporting. (e) Meadow maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by ▇▇▇▇▇▇ in the periodic reports that it files or submits under the Exchange Act is recorded, except for changes processed, summarized and reported within the required time periods, and that affect all such information is accumulated and communicated to Meadow’s management as appropriate to allow timely decisions regarding required disclosure and to make the economy in general or the industry in which the Company operatesMeadow Certifications.

SEC Filings; Financial Statements. (a) The Company has filed all formsAll of AMMA’s registration statements, reports proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents required to be filed by it AMMA with the SEC since October 31AMMA’s initial public offering (the “AMMA SEC Documents”) can be obtained on the SEC’s website at w▇▇.▇▇▇.▇▇▇. All statements, 1996reports, schedules, forms and has heretofore made available other documents required to Parent and Purchaser, in have been filed by AMMA with the form SEC have been so filed on a timely basis or within permissible extension periods. As of the time it was filed with the SECSEC (or, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating if amended or superseded by a filing prior to the Company's meetings date of stockholders (whether annual or special) held since October 31this Agreement, 1996then on the date of such filing), and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by each of the Company AMMA SEC Documents complied in all material respects with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be) and, and the rules and regulations thereunder, (ii) to the knowledge as of the Company, did not at the time they were filed contain filed, none of the AMMA 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 the light of the circumstances under which they were made, not misleading. Since AMMA’s inception, the certifications and statements required by (A) Rule 13a-14 or 15d-14 promulgated under the Exchange Act and (B) 18 U.S.C. Section 1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the AMMA SEC Documents (collectively, the “Certifications”) were accurate and complete and complied as to form and content with all applicable Legal Requirements as of the date they were filed and no current or former principal executive officer or principal financial officer of AMMA has failed to make the Certifications required of him or her. As used in this Article 3, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. AMMA has made available to SCWorx true and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and (iii) were filed in a timely manner AMMA, on the other, since AMMA’s inception, including all SEC comment letter and responses to such comment letters and responses to such comment letters by or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under on behalf of AMMA other than such documents that can be obtained on the Exchange ActSEC’s website at w▇▇.▇▇▇.▇▇▇. No Subsidiary As of the Company was date of this Agreement, there are no outstanding or is required unresolved comments in comment letters received from the SEC or NASDAQ with respect to file AMMA SEC Documents. To the Knowledge of AMMA, none of AMMA SEC Documents are the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any forminternal investigations pending or threatened, report or other document including with the SECregards to any accounting practices of AMMA. (b) Each of the The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the AMMA SEC Reports Documents: (i)was 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 generally accepted accounting principles applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes thereto) to such financial statements, and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any the unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end adjustments that did not and are not expected, individually or reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present the consolidated financial position of AMMA and any AMMA Subsidiary as of the respective dates thereof and the results of operations and cash flows of AMMA for the periods covered thereby. Other than as expressly disclosed in the aggregateAMMA SEC Documents filed prior to the date hereof, there has been no material change in AMMA’s accounting methods or principles that would be required to have a Company Material Adverse Effectbe disclosed in AMMA’s financial statements in accordance with GAAP. The books of account and other financial records of AMMA and any AMMA Subsidiary are true and complete in all material respects. (c) The Company AMMA’s auditor has no liabilities or obligations of any nature, except:(iat all times since its retention by AMMA been: (i) as and to the extent set forth on the balance sheet Knowledge of AMMA, a registered public accounting firm (as defined in Section 2(a)(12) of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), ; (ii) as would notto the Knowledge of AMMA, individually or in “independent” with respect to AMMA within the aggregate, have a Company Material Adverse Effect or meaning of Regulation S-X under the Exchange Act; and (iii) liabilities to the Knowledge of AMMA, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and obligations incurred in the ordinary course of business consistent rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder with past practice since April 30, 1999 and which would not have a Company Material Adverse Effectrespect to services provided to AMMA. (d) Except as set forth in the AMMA SEC Documents, from its initial listing on the NASDAQ through the date hereof, AMMA has not received any correspondence from NASDAQ or the staff thereof relating to the delisting or maintenance of listing of the AMMA Shares on NASDAQ. (e) Since April 30, 1999AMMA’s inception, 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 or chief financial officer of AMMA, the AMMA Board of Directors or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) AMMA is in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, except as disclosed in Section 3.5(f) of the AMMA Disclosure Schedules, the applicable listing and governance rules and regulations of NASDAQ and the DGCL. (g) AMMA maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that AMMA maintains records that in reasonable detail accurately and fairly reflect AMMA’s transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the AMMA Board of Directors, and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of AMMA’s assets that could have a material effect on AMMA’s financial statements. AMMA has evaluated the effectiveness of AMMA’s internal control over financial reporting and, to the extent required by applicable Legal Requirements, presented in any applicable AMMA SEC Document that is a report on Form 10-K (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. AMMA has disclosed to AMMA’s auditors and the audit committee of the AMMA Board of Directors (and made available to SCWorx a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect AMMA’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 AMMA’s internal control over financial reporting. Except as disclosed in the AMMA SEC Documents filed prior to the date hereof, AMMA has not identified any material weaknesses in the design or operation of AMMA’s internal control over financial reporting. Since AMMA’s inception, there have been any Company Material Adverse Effectno material changes in AMMA’s internal control over financial reporting. (h) AMMA’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by AMMA in the reports that it files or submits under the Exchange Act is recorded, except for changes processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that affect all such information is accumulated and communicated to AMMA’s management as appropriate to allow timely decisions regarding required disclosure and to make the economy in general or the industry in which the Company operatesCertifications.

SEC Filings; Financial Statements. (a) The Meerkat has delivered to the Company has filed accurate and complete copies of all formsregistration statements, reports proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents required to be filed by it Meerkat with the SEC since October 31September 30, 19962015 (the “Meerkat SEC Documents”), other than such documents that can be obtained on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. Except as set forth on Section 3.7(a) of the Meerkat Disclosure Schedule, all material statements, reports, schedules, forms and has heretofore made available other documents required to Parent and Purchaser, in have been filed by Meerkat or its officers with the form SEC have been so filed on a timely basis. As of the time it was filed with the SECSEC (or, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating if amended or superseded by a filing prior to the Company's meetings date of stockholders (whether annual or special) held since October 31this Agreement, 1996then on the date of such filing), and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by each of the Company Meerkat SEC Documents complied in all material respects with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ) and the rules and regulations thereunder, (ii) to the knowledge as of the Company, did not at the time they were filed contain filed, none of the Meerkat 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 the light of the circumstances under which they were made, not misleading, . The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (iiiii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary 18 U.S.C. §1350 (Section 906 of the Company was ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Meerkat SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 3.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required furnished, supplied or otherwise made available to file any form, report or other document with the SEC. (b) Each of the The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Meerkat SEC Reports Documents: (i)was 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 generally accepted accounting principles applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes thereto) and each fairly presented to such financial statements or, in all material respects the consolidated case of unaudited financial positionstatements, results of operations and cash flows as permitted by Form 10-Q of the Company SEC, and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any the unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end adjustments that did not and are not expectedreasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present, individually or in all material respects, the financial position of Meerkat as of the respective dates thereof and the results of operations and cash flows of Meerkat for the periods covered thereby. Other than as expressly disclosed in the aggregateMeerkat SEC Documents filed prior to the date hereof, there has been no material change in Meerkat’s accounting methods or principles that would be required to have a Company Material Adverse Effectbe disclosed in Meerkat’s financial statements in accordance with GAAP. The books of account and other financial records of Meerkat and each of its Subsidiaries are true and complete in all material respects. (c) The Company Meerkat’s auditor has no liabilities or obligations at all times since the date of any nature, except:(i) as and to the extent set forth on the balance sheet enactment of the Company ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as at April 30, 1999, including defined in Section 2(a)(12) of the notes thereto (the "1999 BALANCE SHEET"▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), ; (ii) as would notto the Knowledge of Meerkat, individually or in “independent” with respect to Meerkat within the aggregate, have a Company Material Adverse Effect or meaning of Regulation S-X under the Exchange Act; and (iii) liabilities to the Knowledge of Meerkat, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 rules and which would not have a regulations promulgated by the SEC and the Public Company Material Adverse EffectAccounting Oversight Board thereunder. (d) Meerkat has not received any comment letter from the SEC or the staff thereof or any correspondence from NASDAQ or the staff thereof relating to the delisting or maintenance of listing of the Meerkat Common Stock on the NASDAQ Global Market. Meerkat has not disclosed any unresolved comments in the Meerkat SEC Documents. (e) Since April 30January 1, 19992014, 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 Meerkat, the Meerkat Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Meerkat is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and governance rules and regulations of the NASDAQ Global Market. (g) Meerkat maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that Meerkat maintains records that in reasonable detail accurately and fairly reflect Meerkat’s transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Meerkat Board, and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Meerkat’s assets that could have a material effect on Meerkat’s financial statements. Meerkat has evaluated the effectiveness of Meerkat’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Meerkat SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Meerkat has disclosed to Meerkat’s auditors and the Audit Committee of the Meerkat Board (and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Meerkat’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 Meerkat’s or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the Meerkat SEC Documents filed prior to the date hereof, Meerkat has not identified any material weaknesses in the design or operation of Meerkat’s internal control over financial reporting. Since January 1, 2014, there have been any Company Material Adverse Effectno material changes in Meerkat’s internal control over financial reporting. (h) Meerkat’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Meerkat in the reports that it files or submits under the Exchange Act is recorded, except for changes processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that affect all such information is accumulated and communicated to Meerkat’s management as appropriate to allow timely decisions regarding required disclosure and to make the economy in general or the industry in which the Company operatesCertifications.

SEC Filings; Financial Statements. (a) The Parent has made available to the Company has filed all formsregistration statements, reports proxy statements and other statements, reports, schedules, forms and other documents required to be filed by it Parent with the SEC since October December 31, 19962000 (the "Parent SEC Documents"). All statements, and has heretofore made available to Parent and Purchaserreports, in the form filed with the SECschedules, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports forms and other registration statements (other than Quarterly Reports on Form 10-Q) documents required to have been filed by the Company Parent with the SEC since October December 31, 1996 2000 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the formsdate of this Agreement, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as then on the "SEC REPORTS"). The SEC Reports date of such amendment or superseding filing): (i) were prepared each of the Parent SEC Documents complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the The financial statements (including, in each case, including any notes theretorelated notes) contained in the Parent SEC Reports Documents (i)was 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 generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, 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 presented in all material respects the consolidated financial position, position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company Parent and the its consolidated Subsidiaries as at the respective dates thereof and subsidiaries for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectcovered thereby. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October December 31, 1996, and has heretofore made available to Parent and PurchaserParent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31December31, 1996, 1997 and 1998, respectively, (ii) all proxy allproxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October December 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October December 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTSReports"). The SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, (iithereunder,(ii) to the knowledge of the Company, did not at the time they were 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Actmanner. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30March 31, 1999, including the notes thereto (the "1999 BALANCE SHEETBalance Sheet"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or and (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30March 31, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30March 31, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company Except as set forth on Section 4.7(a) of the MEDS Disclosure Schedule, since January 1, 2022, MEDS has filed or furnished, as applicable, on a timely basis all material forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in under the form Exchange Act or the Securities Act (the “MEDS SEC Documents”). As of the time it was filed with the SECSEC (or, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating if amended or superseded by a filing prior to the Company's meetings date of stockholders (whether annual or special) held since October 31this Agreement, 1996then on the date of such filing), and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by each of the Company MEDS SEC Documents complied in all material respects with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ) and the rules and regulations thereunder, (ii) to the knowledge as of the Company, did not at the time they were filed contain filed, none of the MEDS 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 the light of the circumstances under which they were made, not misleading, . The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (iiiii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary 18 U.S.C. §1350 (Section 906 of the Company was S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the MEDS SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 4.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required furnished, supplied or otherwise made available to file any form, report or other document with the SEC. (b) Each of the The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the MEDS SEC Reports Documents: (i)was i) complied as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC applicable thereto, (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes thereto) and each fairly presented to such financial statements or, in all material respects the consolidated case of unaudited financial positionstatements, results of operations and cash flows as permitted by Form 10-Q of the Company SEC, and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any the unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end adjustments that did not and are not expectedreasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (iii) fairly present, individually or in all material respects, the financial position of MEDS as of the respective dates thereof and the results of operations and cash flows of MEDS for the periods covered thereby. Other than as expressly disclosed in the aggregateMEDS SEC Documents filed prior to the date hereof, there has been no material change in MEDS’s accounting methods or principles that would be required to have a Company Material Adverse Effectbe disclosed in MEDS’s financial statements in accordance with GAAP. The books of account and other financial records of MEDS and each of its Subsidiaries are true and complete in all material respects. (c) The Company has no liabilities or obligations of any nature, except:(i) Except as and to the extent set forth on the balance sheet Section 4.7(c) of the Company MEDS Disclosure Schedule, MEDS maintains a system of internal control over financial reporting (as at April 30, 1999defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including the notes thereto policies and procedures sufficient to provide reasonable assurance (the "1999 BALANCE SHEET")i) that MEDS maintains records that in reasonable detail accurately and fairly reflect MEDS’s transactions and dispositions of assets, (ii) that transactions are recorded as would notnecessary to permit preparation of financial statements in accordance with GAAP, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities that receipts and obligations incurred expenditures are made only in accordance with authorizations of management and the MEDS Board and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of MEDS’s assets that could have a material effect on MEDS’s financial statements. MEDS has evaluated the effectiveness of MEDS’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable MEDS SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. MEDS has disclosed to MEDS’s auditors and the Audit Committee of the MEDS Board (and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the ordinary course design or operation of business consistent with past practice since April 30internal control over financial reporting that are reasonably likely to adversely affect MEDS’s ability to record, 1999 process, summarize and which would report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a Company Material Adverse Effect. (d) Since April 30significant role in MEDS’s or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the MEDS SEC Documents filed prior to the date hereof, 1999, there MEDS’s internal control over financial reporting is effective and MEDS has not been identified any Company Material Adverse Effect, except for changes that affect material weaknesses in the economy in general design or the industry in which the Company operatesoperation of MEDS’s internal control over financial reporting.

SEC Filings; Financial Statements. (a) The Parent has made available to the Company has filed all formsaccurate and complete copies (excluding copies of exhibits) of each report, reports registration statement and documents required to be definitive proxy statement filed by it Parent with the SEC since October March 31, 19962001 (the "Parent SEC Documents"). All statements, reports, schedules, forms and has heretofore made available other documents required to have been filed by Parent and Purchaser, in with the form SEC have been so filed on a timely basis. As of the time it was filed with the SECSEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) its Annual Reports on Form 10-K for each of the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) Parent SEC Documents complied in all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company material respects with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed 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 made therein, in the light of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports Documents: (i)was 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 generally accepted accounting principles applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each fairly presented to such financial statements and, in all material respects the consolidated financial positioncase of unaudited statements, results of operations and cash flows as permitted by Form 10-Q of the Company SEC, and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end audit adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would which will not, individually or in the aggregate, have a Company Material Adverse Effect or be material in amount); and (iii) liabilities fairly present the consolidated financial position of Parent and obligations incurred in its consolidated subsidiaries as of the ordinary course respective dates thereof and the consolidated results of business consistent with past practice since April 30, 1999 operations of Parent and which would not have a Company Material Adverse Effectits consolidated subsidiaries for the periods covered thereby. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with delivered or Made Available (or made available on the SEC since October 31, 1996, and has heretofore made available website) to Parent accurate and Purchasercomplete copies of all registration statements, in the form filed with the SECproxy statements, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports Company Certifications and other registration statements (statements, reports, schedules, forms and other than Quarterly Reports on Form 10-Q) documents filed by the Company with the SEC, including all amendments thereto, since January 1, 2014 (collectively, the “Company SEC since October 31Documents”). All statements, 1996 (the formsreports, reports schedules, forms and other documents referred required to in clauses (i), (ii) and (iii) above being referred have been filed by the Company or to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the requirements best of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at its officers with the SEC since January 1, 2014 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time they were it was filed contain with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company 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 Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, . Each of the certifications and statements relating to the Company SEC Documents required by: (iiiA) were filed in a timely manner Rule 13a-14 or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under 15d-14 under the Exchange Act. No Subsidiary ; (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 Company was SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 2 and in this Section 2.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required filed, furnished, submitted, supplied or otherwise made available to file the SEC or any form, report or other document with the SECmember of its staff. (b) Each The Company 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 API Corporations required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company is in compliance in all material respects with the applicable listing requirements of the New York Stock Exchange MKT, and has not since January 1, 2014 received any notice asserting any non-compliance with the listing requirements of the New York Stock Exchange MKT. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company SEC Reports Documents: (i)was 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 generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-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, none of which will be material); and (iii) and each fairly presented present, in all material respects respects, the consolidated financial position, position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. No financial statements of any Person other than the API Corporations are required by GAAP to be included in the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company. There are no comments from the SEC or its staff pending with respect to any statements, reports, schedules, forms or other documents filed by the Company as at April 30, 1999, including with the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities SEC that remain outstanding and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effectunresolved. (d) Since April 30The Company’s auditor has 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 the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Company, 1999in 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 performed by the Company’s auditors for the API Corporations that were required to be approved in accordance with Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act were so approved. (e) The Company 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, there 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 API Corporations; (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 the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the API Corporations that could have a material effect on the Company’s consolidated financial statements. The Company’s management has not been any Company Material Adverse Effectcompleted an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended March 31, 2014, and, except for changes that affect the economy as set forth in general or the industry in which the Company operatesSEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since March 31, 2014, neither the Company nor any of its Subsidiaries 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 API Corporations; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (f) Part 2.6(f) of the Company Disclosure Schedule lists, and the Company has delivered or Made Available to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) currently in effect or effected by any of the API Corporations since January 1, 2014. None of the API Corporations has any obligation or other commitment to become a party to any such “off-balance sheet arrangements” in the future.

SEC Filings; Financial Statements. (a) The Company has timely filed with the SEC all forms, reports reports, schedules, statements and other documents required to be filed by it with since November 13, 2000 (as supplemented and amended since the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings time of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to hereinfiling, collectively, as the "Company SEC REPORTSDocuments"). The Company SEC Reports Documents, including any financial statements or schedules included in the Company SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) were prepared complied in accordance all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), United States federal securities Laws; and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary is subject to the periodic reporting requirements of the Company was Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), or is required to file any form, report report, schedule, statement or other document with the SEC, the Nasdaq National Market, any stock exchange or, except as set forth on Schedule 3.07(a), any other comparable Governmental Authority. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports Documents at the time filed (i)was and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (i) complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (iii) and each fairly presented in all material respects (subject, in the case of unaudited statements, to normal and recurring year-end adjustments) the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) With respect to each Annual Report on Form 10-K and each Quarterly Report on Form 10-Q (in each case as supplemented and amended since the time of filing as set forth on Schedule 3.07(c)) included in the Company SEC Documents filed since August 29, 2002, the financial statements and other financial information included in such reports fairly present (within the meaning of the Sarbanes-Oxley Act of 2002) in all material respects the financial ▇▇▇▇▇▇▇▇▇ ▇▇▇ results of operations of the Company as of, and for, the periods presented in the Company SEC Documents. The Company's principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company's auditors and the audit committee of the Company's Board of Directors (i) all significant deficiencies in the design or operation of internal controls that could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company's principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective at the reasonable assurance level in timely alerting the Company's principal executive officer and its principal financial officer to material information required to be included in the Company's periodic reports required under the Exchange Act. There are no liabilities outstanding loans made by the Company or obligations any of its Subsidiaries to any natureexecutive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Sarbanes-Oxley Act of 2002, except:(ineither the Company nor any of its Sub▇▇▇▇▇▇▇▇▇ ▇▇▇ made any loans to any executive officer or director of the Company or any of its Subsidiaries. (d) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries as at April 30December 31, 19992003, including the notes thereto thereto, included in the Company SEC Documents (the "1999 BALANCE SHEETCompany 2003 Balance Sheet"), neither the Company nor any Subsidiary has any liability or obligation of any nature (iiwhether accrued, absolute, contingent or otherwise) as that would be required to be disclosed on a balance sheet prepared in accordance with United States generally accepted accounting principles, except for liabilities and obligations (i) incurred since December 31, 2003 in the ordinary course of business consistent with past practice which would not, individually or in the aggregate, have a Company Material Adverse Effect Effect; or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effectpursuant to this Agreement. (de) Since April 30, 1999, there The Company has heretofore furnished to Parent complete and correct copies of all material amendments and modifications that have not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which filed by the Company operateswith the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC as exhibits to Company SEC Documents and are currently in effect. A true and complete list of such amendments and modifications is set forth on Schedule 3.07(e) of the Company Disclosure Schedule.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished all formsregistration statements, reports proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31January 1, 1996 2019 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "“Company SEC REPORTS"Reports”). The None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC Reports (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) were prepared each of the Company SEC Reports complied in accordance all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed contain Company 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. 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 (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary principal financial officer of the Company was have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (each such required certification, a “Certification”), and the statements contained in each Certification are accurate and complete as of its date. For purposes of this Agreement, (A) “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the term “file” and variations thereof shall be broadly construed to include any manner in which any document or information is required furnished, supplied or otherwise made available to file the SEC. As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any formof the Company SEC Reports. As of the date of this Agreement, report or other document with to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company Parent has filed all forms, reports and documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, Company copies of (i) its Annual Reports Report on Form 10-K for the fiscal years year ended October December 31, 1996, 1997 and 1998, respectively, (ii) all its Quarterly Report on Form 10-Q for the period ended Marc▇ ▇▇, ▇▇▇▇, (▇▇▇) ▇▇▇ proxy statements relating to the CompanyParent's meetings of stockholders (whether annual or special) held since October 31January 1, 19961994, and (iii)all iv) all other forms, reports and other or registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company Parent with the SEC since October 31January 1, 1996 1994, and (the forms, v) all amendments and supplements to all such reports and other documents referred registration statements filed by Parent with the SEC pursuant to in clauses the requirements of the Securities Act or the Exchange Act (i), (iii)-(v) and (iii) above being referred to herein, collectively, as the "PARENT SEC REPORTS"). The Except as disclosed in Section 3.7 of the Parent Disclosure Schedule, the Parent SEC Reports (i) were prepared as to form in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed (or if amended or superseded by a subsequent filing, 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary None of the Company was or Parent's subsidiaries is required to file any formforms, report reports or other document documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (i)was was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each fairly presented presents in all material respects the consolidated financial position, results position of operations Parent and cash flows of the Company and the consolidated Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholders equity for the respective periods indicated thereinindicated, except that any the unaudited interim financial statements were or will be are subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectadjustments. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available Made Available to Parent accurate and Purchasercomplete copies of all registration statements, in the form filed with the SECproxy statements, Certifications (ias defined below) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (statements, reports, schedules, forms and other than Quarterly Reports on Form 10-Q) documents filed by the Company with the SEC since October 316, 1996 2017, and all amendments thereto (the forms“Company SEC Reports”). All statements, reports reports, schedules, forms and other documents referred required to in clauses have been filed by the Company or any of its officers with the SEC have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (i)or, (ii) and (iii) above being referred if amended or superseded by a filing prior to hereinthe date of this Agreement, collectively, as then on the "SEC REPORTS"). The SEC Reports date of such filing): (i) were prepared each of the Company SEC Reports complied as to form in accordance all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed contain Company 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. 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 (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary principal financial officer of the Company was have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (each such required certification, a “Certification”), and the statements contained in each Certification are accurate and complete as of its date. For purposes of this Agreement, (A) “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the term “file” and variations thereof shall be broadly construed to include any manner in which any document or information is required furnished, supplied or otherwise made available to file the SEC. As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any formof the Company SEC Reports. As of the date of this Agreement, report or other document with to the knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports (i)was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) 1. The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31January 1, 19961997, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, including (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 1996, 1997 and 1998, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 1999, June 30, 1999 and September 30, 1999, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31January 1, 19961999, and (iii)all iv) all other forms, reports and other or registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31January 1, 1996 1999 and (the forms, v) all amendments and supplements to all such reports and other documents referred to in clauses registration statements filed by the Company with the SEC since January 1, 1999 (i), (ii) and (iii) above being referred to herein, collectively, as the "Company SEC REPORTSReports"). The Company SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (iii. Except as set forth on Schedule 3.7(a) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or Disclosure Schedule, none of the Company's subsidiaries is required to file any formforms, report reports or other document documents with the SECSEC or any national securities exchange or quotation service or comparable Governmental Authority. (b) Each of the 2. The consolidated financial statements (including, in each case, any related notes and schedules thereto) contained in the Company SEC Reports (i)was were prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) ), and each fairly presented present in all material respects the consolidated financial position, results of operations and cash flows position of the Company and the consolidated Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated thereinindicated, except that any the unaudited interim financial statements were or will be are subject to normal and recurring year-end adjustments that did which were not and or are not expected, individually or expected to be material in the aggregate, to have a Company Material Adverse Effectamount. (c) 3. The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet unaudited consolidated financial statements of the Company as at April 30of and for the period ending December 31, 1999, 1999 (including the related notes thereto and schedules thereto) delivered to the Parent prior to the date hereof (the "1999 BALANCE SHEETFinancial Statements") were prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (ii) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30at December 31, 1999 and which would not have a Company Material Adverse Effectthe consolidated results of their operations and cash flows for the year then ended. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. The Company has made all filings required to be made with the Securities and Exchange Commission (the "SEC") since December 31, 1995 and has delivered or made available to the Parent or the Operating Partnership correct and complete copies of the Company's (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 19961995 and December 31, 1997 1996 (together, the "COMPANY 10-K'S"), as filed with the SEC and 1998, respectively, (iib) all proxy other reports, statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than including Quarterly Reports on Form 10-Q (collectively, the "COMPANY 10-Q'S") and Current Reports on Form 8-K) filed by the Company with the SEC since October December 31, 1996 1995 (the forms, reports and other documents referred to items identified in clauses (i), (iia) and (iiib) above (in each case including all exhibits and schedules thereto and documents incorporated by reference therein) being referred to herein, collectively, collectively as the "COMPANY SEC REPORTS29 20 FILINGS"). The As of their respective dates, the Company SEC Reports (i) were prepared Filings, taken together with all amendments thereto, comply in accordance all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, Act and the rules and regulations thereunder, (ii) to the knowledge of the Company, did thereunder and do not at the time they were 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary The consolidated financial statements of the Company was included or is required to file any form, report or other document with the SEC. (b) Each of the financial statements (including, in each case, any notes thereto) contained incorporated by reference in the SEC Reports Company 10-K's and the Company 10-Q's (i)was a) were prepared in accordance with generally accepted accounting principles in effect during the periods involved (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q under the rules and regulations of the SEC) applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes theretoto such financial statements) and each (b) fairly presented present in all material respects the consolidated financial position, position of the Company at the respective dates thereof and the consolidated results of operations and cash flows of the Company and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereinthen ended (subject, except that any in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effectaudit adjustments). (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all reports, schedules, forms, reports statements and other documents (including all exhibits thereto) required to be filed by it with the SEC since October 31June 30, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company with the SEC since October 31, 1996 1998 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "Post-1998 Company SEC REPORTSDocuments"). The Except as set forth in Section 2.07 of the Company Disclosure Schedule or the Company SEC Reports Documents and taking into account any amendments and supplements filed prior to the date of this Agreement, such Post-1998 Company SEC Documents (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii) to the knowledge of the Company, did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light and at the time of the circumstances under which they were made, not misleading, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary None of the Company was or Company's subsidiaries is required to file any formforms, report reports or other document documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Post-1998 Company SEC Reports (i)was Documents was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) thereto or in the Company SEC Documents), and each fairly presented presents in all material respects the consolidated financial position, results of operations and cash flows position of the Company and the consolidated Subsidiaries as its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated thereinindicated, except that any the unaudited interim financial statements (i) should be read in conjunction with the consolidated financial statements contained in the Company 2000 Form 10-K, and (ii) were or will be are subject to normal and recurring year-end adjustments that did which were not and or are not expected, individually or expected to be material in the aggregate, to have a Company Material Adverse Effectamount. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effect. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since October December 31, 19961999, and has heretofore made available to Parent and PurchaserBuyer, in the form filed with the SECSEC (excluding any exhibits thereto), (i) its Annual Reports on Form 10-K for the fiscal years ended October December 31, 1996, 1997 1999 and 1998, respectively2000, (ii) its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000, September 30, 2000 and ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October on or after December 31, 19961999, and (iii)all iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) statements, including any and all amendments or supplements to any of the items referred to herein, filed by the Company with the SEC since October December 31, 1996 1999 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iiiiv) above being referred to herein, collectively, as the "Company SEC REPORTSReports"). The Company SEC ------------------- Reports (ix) were prepared in accordance with the requirements of the Securities Act and the Securities Exchange Act of 19331934, as amended (the "SECURITIES ACTExchange Act"), and the Exchange Act, as ------------ the case may be, and the rules and regulations thereunder, and (iiy) to the knowledge of the Company, did not at the time they were 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, and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to Rule 12(b)-25 Under the Exchange Act. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (i)was was prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and each fairly presented in all material respects the consolidated financial position, results of operations and cash flows of the Company and the its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereintherein (subject, except that any in the case of unaudited interim financial statements were or will be subject statements, to normal and recurring year-end adjustments that did which were not and are not expected, individually or in the aggregate, to have a be material in amount). Since December 31, 2000, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company Material Adverse Effector any of its Subsidiaries. (c) The Company has no liabilities or obligations of any nature, except:(i) Except as and to the extent set forth on the balance sheet of in the Company as at April 30SEC Reports publicly filed with the SEC prior to the date of this Agreement, 1999the Company and its Subsidiaries have not incurred any liabilities or obligations of any nature (whether accrued, including the notes thereto (the "1999 BALANCE SHEET"absolute, contingent or otherwise), (ii) as would not, individually or in the aggregate, have a Company Material Adverse Effect or (iii) other than liabilities and obligations which have been incurred in the ordinary course of business consistent with past practice since April 30, 1999 and which would not have a Company Material Adverse Effectbusiness. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.

SEC Filings; Financial Statements. (a) The Company has filed all formsAll statements, reports reports, schedules, forms and other documents required to be filed by it with the SEC since October 31, 1996, and has heretofore made available to Parent and Purchaser, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) have been filed by the Company with the SEC since October 31January 1, 1996 2014 have been so filed on a timely basis. As of the date of this Agreement, none of the Company Subsidiaries is required to file any document with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the formsdate of this Agreement, reports and other documents referred to in clauses (i), (iithen on the date of such filing) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared each of the Company SEC Documents complied as to form in accordance all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended 2002 and the rules and regulations promulgated thereunder (the "SECURITIES ACT"), and the Exchange “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, ”) (as the case may be, ) and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As used in this Agreement, the term “file” and (iii) were filed variations thereof, when used in reference to the SEC, shall be broadly construed to include any manner in which a timely manner document or were deemed filed in a timely manner pursuant information is furnished, supplied or otherwise made available to Rule 12(b)-25 Under the Exchange ActSEC. No Subsidiary As of the date of this Agreement, there are no outstanding or unresolved written comments from the SEC with respect to the Company or any of the Company was or SEC Documents. As of the date of this Agreement, to the knowledge of the Company, none of the Company SEC Documents is required to file the subject of any form, report or other document with ongoing review by the SEC. (b) Each With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Documents, the principal executive officer and principal financial officer of the Company have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (each such required certification, a “Certification”), and the statements contained in each Certification are accurate and complete as of its date. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) and “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by the Exchange Act. To the knowledge of the Company, the Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors: (i) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or any other employee who has (or has had) a significant role in the Company’s internal control over financial reporting. (d) The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company SEC Reports Documents filed on or after January 1, 2014, including the Company Financial Statements: (i)was 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 U.S. generally accepted accounting principles applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each fairly presented to such financial statements or, in all material respects the consolidated financial positioncase of unaudited statements, results of operations and cash flows as permitted by Form 10-Q of the Company SEC, and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that any the unaudited interim financial statements were or will be may not contain footnotes and are subject to normal and recurring year-end adjustments that did not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as and to the extent set forth on the balance sheet of the Company as at April 30, 1999, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would will not, individually or in the aggregate, have a Company Material Adverse Effect or be material in amount); and (iii) liabilities fairly present in all material respects the consolidated financial Table of Contents position of the Acquired Companies as of the respective dates thereof and obligations incurred in the ordinary course consolidated results of business consistent with past practice since April 30, 1999 operations and which would not have a Company Material Adverse Effectcash flows of the Acquired Companies for the periods covered thereby. (de) No Acquired Company is a party to or bound by, or has any commitment to become a party to or bound by, (i) any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between any of the Acquired Companies, 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 (ii) any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Securities Act), where the result, purpose or effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or any material liability of, any of the Acquired Companies in the Acquired Companies’ published financial statements or any of the Company SEC Documents. (f) The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to it. No Acquired Company has outstanding, or has arranged any outstanding, “extension of credit” to any director or executive officer within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) Since April 30January 1, 19992014, there has not have been no changes in any of the Company’s accounting policies or in the methods of making accounting estimates or changes in estimates that, individually or in the aggregate, are material to the Company Material Adverse EffectFinancial Statements, except for changes that affect the economy as described in general or the industry in which the Company operatesSEC Documents or except as may have been required or permitted by any regulatory authority. The reserves reflected in the Company Financial Statements have been determined and established in accordance with U.S. generally accepted accounting principles and have been calculated in a consistent manner.

SEC Filings; Financial Statements. (a) The Except as set forth in Parts 3.5(a) and 3.5(b) of the Disclosure Schedule, since December 31, 2013, the Company has filed or furnished on a timely basis all forms, reports reports, schedules, statements and other documents with the SEC that have been required to be filed by it under applicable Laws. Except as set forth in Parts 3.5(a) and 3.5(b) of the Disclosure Schedule, as of the time it was filed with the SEC since October 31(or, 1996if amended or superseded by a filing prior to the Agreement Date, and has heretofore made available to Parent and Purchaser, in then on the form filed with the SEC, date of such filing): (i) its Annual Reports on Form 10-K for the fiscal years ended October 31, 1996, 1997 and 1998, respectively, (ii) all proxy statements relating to the Company's meetings each of stockholders (whether annual or special) held since October 31, 1996, and (iii)all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q) filed by the Company SEC Documents complied in all material respects with the SEC since October 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and or the Exchange Act, Act (as the case may be, ); and the rules and regulations thereunder, (ii) to the knowledge none of the Company, did not at the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, misleading in any material respect. The certifications and (iii) were filed in a timely manner or were deemed filed in a timely manner pursuant to statements required by Rule 12(b)-25 Under 13a-14 of the Exchange Act. No Subsidiary , and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act relating to the Company was 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 is required superseded by a filing prior to file any formthe Agreement Date, report or other document with then on the SECdate of such filing). (b) Each Except as set forth in Part 3.5(b) of the Disclosure Schedule, each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) of the Company and its consolidated Subsidiaries contained in the Company SEC Reports Documents: (i)was 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 generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated covered (except except, as may be indicated in the notes theretothereto and, in the case of interim financial statements, for normal and recurring year-end adjustments, the absence of footnote disclosures and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act); and (iii) and each fairly presented present in all material respects the consolidated financial position, position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and the its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated thereincovered thereby, except all in accordance with GAAP. There are no off-balance sheet arrangements of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments that did have not and are not expected, individually or been so described in the aggregateCompany SEC Documents filed on or after December 31, to have a Company Material Adverse Effect. (c) The Company has no liabilities or obligations of any nature, except:(i) as 2013 and prior to the extent set forth on the Agreement Date or any obligations to enter into any such arrangements. For purposes of this Agreement, “Company Balance Sheet” means that consolidated balance sheet of the Company and its consolidated Subsidiaries as at April 30of December 31, 19992016, including the notes thereto (the "1999 BALANCE SHEET"), (ii) as would not, individually or set forth in the aggregateCompany’s Annual Report on Form 10-K filed with the SEC, have a and the “Company Material Adverse Effect or (iii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30Balance Sheet Date” means December 31, 1999 and which would not have a Company Material Adverse Effect2016. (d) Since April 30, 1999, there has not been any Company Material Adverse Effect, except for changes that affect the economy in general or the industry in which the Company operates.