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 December 31, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since 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 Reports"). 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 (the "Subsequent SEC Reports") will comply, with the requirements of the Exchange Act, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the 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 therein, in the light of the circumstances under which they were made, not misleading. No 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 SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed and made available to Parent all forms, reports and documents required to be filed by it with the SEC since December 31, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since December 31June 27, 1996 1997 (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"). The Company SEC Reports filed prior to (i) at the date of this Agreement compliedtime filed, and the SEC Reports filed complied in all material respects with the SEC on or after applicable requirements of the date Securities Act of this Agreement 1933, as amended (the "Subsequent SEC ReportsSecurities Act") will comply), with the requirements of and the Exchange Act, as applicablethe case may be, and (ii) did not at the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, time they were filed contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company's Subsidiaries is required to file any formforms, report reports or other document documents with the SEC. Each of the Company SEC Reports was filed on a timely basis. (b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained or to be contained in the Company SEC Reports (i) complied or will comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was (ii) were or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein involved (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited statements, to as permitted by Form 10-Q of the absence of footnotes SEC) and normal and recurring year-end adjustments). (ciii) Except as and to the extent set forth on fairly presented or will fairly present the consolidated balance sheet financial position of the Company and its Subsidiaries as at December 31of the dates and the consolidated results of its operations and cash flows for the periods indicated, 1997consistent with the books and records of the Company and its Subsidiaries, including except that the notes thereto (the "1997 Balance Sheet"), unaudited interim financial statements were or the interim are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. The unaudited balance sheet of the Company and its Subsidiaries as at of June 30, 1998 (1999 is referred to herein as the "Interim Company Balance Sheet."), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company (or its predecessor, Constellation Oldco Services, Inc., now a 100% owned Company Subsidiary ("Oldco")) has filed all forms, reports reports, statements and other documents required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") since December 31August 4, 1996 1995, the date of Oldco's initial public offering, and has heretofore made available furnished to ParentAcquiror, in the form filed with the SECSEC since such date, together with any amendments thereto, its (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special), (iv) held since December 31all reports on Form 8-K, 1996 and (iiiv) all other forms and reports or registration statements filed by the Company with the SEC since 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 "Company SEC Reports"). The As of their respective filing dates, the Company SEC Reports filed prior (i) complied as to the date of this Agreement complied, and the SEC Reports filed with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, form in all material respects with the requirements of the Exchange Act and the Securities Act, as applicable, and (ii) did not at the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, time they were filed contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the The audited consolidated financial statements (including, in each case, any notes thereto) contained and unaudited interim financial statements of the Company included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements, was prepared including all related notes and schedules, contained in the Company SEC Reports (or incorporated by reference therein) present fairly in all material respects the consolidated financial position of the Company (or Oldco, as the case may be) and the Company Subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of the Company (or Oldco, as the case may be) and the Company Subsidiaries for the periods indicated, in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein involved (except as otherwise may be noted therein therein) and subject, subject in the case of unaudited statements, interim financial statements to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) Except for its Annual Reports Quarterly Report on Form 10-K Q for the fiscal years quarter ended December 31September 30, 1996 2009, the Company has timely filed all reports and 1997, (ii) all proxy statements relating (including all information incorporated therein, amendments and supplements thereto) required to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports be filed by the Company with the SEC since December 31, 1996 Securities and Exchange Commission (the forms“SEC”) since January 1, 2009 (all reports filed by the Company under the Securities Exchange Act of 1934, and other documents referred to in clauses (i)the applicable rules and regulations promulgated thereunder since January 1, (ii) and (iii) above being referred to herein2009, including any amendments thereto, collectively, as the "“SEC Reports"”). The SEC Reports filed prior to the date As of this Agreement compliedtheir respective dates, and the SEC Reports filed with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, complied in all material respects with the requirements of the Securities Exchange Act, as applicableAct of 1934, and the applicable rules and regulations promulgated thereunder. None As of the time of filing with the SEC, none of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, so filed contained any untrue statement of a material fact or omitted or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the The audited consolidated financial statements of the Company (including, in each case, including any related notes thereto) contained included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and (the published rules and regulations of the SEC with respect thereto, was “Year-End Statements”) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presented present in all material respects the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as its subsidiaries at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as at December 31, 1997, including subsidiaries for the notes thereto (the "1997 Balance Sheet"), or the interim periods indicated. The unaudited balance sheet consolidated financial statements of the Company and its Subsidiaries as at June 30, 1998 (including any related notes thereto) for all interim periods included in the "Interim Balance Sheet")SEC Reports (together with the Year-End Statements, 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 “Financial Statements”) have been prepared in accordance with generally accepted accounting principlesprinciples applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at of the respective dates thereof and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its subsidiaries for the periods indicated (subject to normal and recurring period-end adjustments that have not been and are not expected to be material to the Company and its subsidiaries taken as a whole). (c) To the Company’s knowledge, except for as set forth in the Financial Statements or the Disclosure Letter, the Company has no material liabilities, contingent or otherwise, other than (a) liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since subsequent to June 30, 1998 2009 and not in contravention of this Agreement (b) liabilities or (ii) that would not, individually or obligations under contracts and commitments incurred in the aggregateordinary course of business or otherwise not required under generally accepted accounting principles to be reflected in the Financial Statements. Except as disclosed in the Financial Statements, have neither the Company nor any subsidiary is a Material Adverse Effectguarantor or indemnitor of any indebtedness of any other person, firm or corporation, other than the Company or any subsidiary. The Company maintains a system of accounting established and administered in accordance with generally accepted accounting principles.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports reports, statements and other documents (including all exhibits, annexes, supplements and amendments to such documents) required to be filed by it with under the SEC Exchange Act and the Securities Act since December 31June 4, 1996 and has heretofore made available to Parent, in the form filed with the SEC, 1997 (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since 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 Reports"). The SEC Reports including any such documents filed prior subsequent to the date of this Agreement compliedAgreement, the "COMPANY SEC REPORTS") and the Company has made available to Buyers, Parent and Merger Sub all of the Company SEC Reports filed with the SEC on or after the date of this Agreement (the "Subsequent SEC. The Company SEC Reports", including any financial statements or schedules included or incorporated by reference, (i) will comply, comply in all material respects with the requirements of the Exchange ActAct or the Securities Act or both, as applicablethe case may be, and the rules and regulations thereunder. None of the applicable to those Company SEC Reports and (including ii) did not at the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, time they were filed 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 thereinmade in those Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any form, report or other document documents with the SECSEC or any national securities exchange or quotation service or comparable Governmental Entity. (b) Each of the consolidated financial statements (including, balance sheets included in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports comply as to form (including the related notes and schedules) fairly presented, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company as of the dates set forth in those consolidated balance sheets. Each of the consolidated statements of income and of cash flows included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules), fairly presented, in all material respects, the consolidated results of operations and cash flows, as the case may be, of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein set forth in those consolidated statements of income and of cash flows (except as otherwise noted therein and subject, in the case of unaudited quarterly statements, to the absence of footnotes notes and normal and recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect). , in each case in conformity with GAAP (c) Except except, in the case of unaudited quarterly or other interim statements, as and to the extent set forth on the consolidated balance sheet permitted by Form 10-Q of the Company and its Subsidiaries as at December 31, 1997, including SEC) consistently applied throughout the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effectperiods indicated.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31January 1, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since December 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 "Company SEC Reports"). The As of their respective dates, the Company 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 (the "Subsequent SEC Reports") will comply, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the rules and regulations thereunder. None of the applicable to such Company SEC Reports (including the financial statements included therein) as of such dates containedReports, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, when filed contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and did not when filed omit any material documents required to be filed as exhibits thereto. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report filed prior to the date of this Agreement, none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) No Subsidiary is required to file any form, report or other document with the SECSEC pursuant to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act (except any such requirements of any Subsidiary resulting from the issuance of the capital securities). (bc) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 changes in financial position cash flows of the Company and the its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein in accordance with United States generally accepted accounting principles (except as otherwise noted therein and subject, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustments). (d) Except (i) as reflected in the financial statements described in paragraph (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including above or in the notes thereto thereto, (the "1997 Balance Sheet")ii) as contemplated hereunder, (iii) for liabilities incurred in connection with this Agreement or the interim unaudited balance sheet of the Company transactions contemplated hereby and its Subsidiaries as at June (iv) for liabilities and obligations incurred since September 30, 1998 (in the "Interim Balance Sheet")ordinary course of business consistent with past practice, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether including, without limitation, with respect to prior purchases or not sales of shares, assets or businesses or the funding of any pension, benefit or similar plan) that would be required to be reflected on a balance sheet and sheet, or in the notes thereto thereto, prepared in accordance with United States generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that which would not, individually or in the aggregate, have a Company Material Adverse Effect.

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 December 31, 1996 and has heretofore made available to Parent, 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 December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual if amended or special) held since December 31, 1996 and (iii) all other forms and reports filed superseded by the Company with the SEC since 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 Reports"). The SEC Reports filed a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (such filing), each of the "Subsequent Meadow SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange ActAct (as the case may be) and, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates containedtime they were filed, and none of the Subsequent Meadow SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary misleading (or, in the case of a Meadow 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 file 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 formfinancial 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. 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Meadow SEC Documents (collectively, report 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 other document with information is furnished, supplied or otherwise made available to the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Meadow SEC Reports comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein GAAP (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to except as permitted by the absence of SEC on Form 10-Q 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)) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present, 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 Meadow 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 be disclosed in Meadow’s financial statements in accordance with GAAP. (c) Except as and to the extent set forth on the consolidated balance sheet As of the Company date of this Agreement, Meadow is in compliance in all material respects with the applicable current listing and its Subsidiaries governance rules and regulations of Nasdaq. (d) Meadow maintains a system of internal control over financial reporting (as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet defined in Rules 13a-15(f) and 15d-15(f) of the Company and its Subsidiaries as at June 30, 1998 (Exchange Act) that is designed to provide reasonable assurance regarding the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation reliability of any nature (whether accrued, absolute, contingent or otherwise), whether or not required to be reflected on a balance sheet financial reporting and the notes thereto prepared preparation of financial statements for external purposes in accordance with generally accepted accounting principles, except for liabilities GAAP and obligations to provide reasonable assurance (i) incurred that transactions are recorded as necessary to permit preparation of financial statements in the ordinary course of business consistent accordance with past practice since June 30GAAP, 1998 and not in contravention of this Agreement or (ii) that would notreceipts 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, individually 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 aggregatedesign 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 Material Adverse Effectsignificant role in Meadow’s internal control over financial reporting. Meadow has not identified, based on its most recent evaluation of internal control over financial reporting, any material 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, processed, summarized and reported within the required time periods, and that all such information is accumulated and communicated to Meadow’s management as appropriate to allow timely decisions regarding required disclosure and to make the Meadow Certifications.

SEC Filings; Financial Statements. (a) The Company Purchaser has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1996 and has heretofore delivered or made available to Parent, in the form filed with the SEC, CareFirst true and correct copies of (i) its Annual Reports on Form 10-K K, as amended, for the fiscal years ended December 31, 1996 2000, 1999 and 19971998, as filed with the SEC, (ii) all its proxy statements relating to the Companyall of Purchaser's meetings of stockholders (whether annual or special) held since December 31January 1, 1996 2000, as filed with the SEC, and (iii) all other forms reports, statements and reports registration statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company Purchaser with the SEC since December 31January 1, 1996 2000 (the forms, reports and other documents referred to statements set forth in clauses (i), (ii) and (iii) above being are referred to herein, collectively, collectively as the "Purchaser SEC ReportsFilings"). The SEC Reports filed prior to the date As of this Agreement compliedtheir filing dates, and the SEC Reports filed with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, with the requirements of the Exchange Act, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent Purchaser SEC Reports (including the financial statements to be included therein) will contain, Filings contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document The Purchaser SEC Filings at the time of filing complied in all material respects with the SECExchange Act or the Securities Act, as the case may be, and the rules and regulations thereunder. (b) Each Purchaser has delivered or made available to CareFirst copies of the (i) audited consolidated financial statements of Purchaser at and for the years ended December 31, 2000, 1999 and 1998, and (includingii) unaudited consolidated financial statements of Purchaser at and for the nine-month period ended September 30, 2001. (c) The financial statements referred to in each case, any notes theretoclause (b) contained in above (the SEC Reports comply as to form "Purchaser Financial Statements") are true and complete in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, was have been prepared in accordance with generally accepted accounting principles GAAP, consistently applied on a consistent basis throughout the periods indicated covered by such statements (except as may be stated in the explanatory notes to such statements) and each fairly presented present fairly, in all material respects, the financial position and consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as Purchaser Companies at the respective dates thereof of and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, covered thereby. The Purchaser Financial Statements for interim periods are subject to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect.

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 December 31, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports have been filed by the Company with the SEC since December 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 filed (or, if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement such filing): (i) each of the "Subsequent Company SEC Reports") will comply, Reports complied in all material respects with the applicable requirements of the Exchange Securities Act, as applicable, the Exchange Act and the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be); and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of 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 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 file any formsuch terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the term “file” and variations thereof, report or other document with when used in reference to the SEC. (b) Each , shall be broadly construed to include any manner in which any document or information is furnished or supplied to the SEC. As of the consolidated financial statements (includingdate of this Agreement, in each case, any notes thereto) contained in there are no unresolved written comments issued by the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations staff of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position to any of the Company and SEC Reports. As of the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case date of unaudited statementsthis Agreement, to the absence Knowledge of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet Company, none of the Company and its Subsidiaries as at December 31, 1997, including SEC Reports is the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation subject of any nature (whether accrued, absolute, contingent or otherwise), whether or not required to be reflected on a balance sheet and ongoing review by the notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse EffectSEC.

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 December 31October 6, 1996 and has heretofore made available to Parent, in 2010 (the form filed with the SEC, “Company SEC Reports”). The Company SEC Reports (i) its Annual Reports on Form 10-K for at the fiscal years ended December 31time they were filed and, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since December 31, 1996 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectivelyif amended, as the "SEC Reports"). The SEC Reports filed prior to of the date of this Agreement compliedsuch amendment, and the SEC Reports filed complied in all material respects with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, with the all applicable requirements of the Securities Act or the Exchange Act, applicable accounting standards and the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct of 2002 (as applicable, amended and including the rules and regulations promulgated thereunder. None ), 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 SEC Reports (including the financial statements included therein) as date of such dates containedamendment, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, 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. No Subsidiary is required to file any form, report or other document with the SEC. (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) 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 the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. (d) Each of the consolidated financial statements included in or incorporated by reference into the Company SEC Reports (includingincluding the related notes and schedules) fairly presents, or, in each case, any notes thereto) contained in the case of Company SEC Reports comply as to form filed after the date hereof, will fairly present, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations operations, shareholders’ equity and changes in financial position cash flows of the Company and the its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited interim statements, to the absence of footnotes and normal and recurring year-end adjustmentsaudit adjustments and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), in each case in accordance with GAAP, Regulation S-X of the SEC and the rules and standards of the Public Company Accounting Oversight Board except as may be noted therein. (ce) Except The Company has implemented disclosure controls and procedures (as and defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the extent set forth on Company required to be included in reports filed under the consolidated balance sheet Exchange Act is made known to its chief executive officer and chief financial officer or 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 “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company and its Subsidiaries as at December 31, 1997, including which are reasonably likely to adversely affect the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet ability of the Company to record, process, summarize and its Subsidiaries as at June 30report financial data, 1998 (in each case which has not been subsequently remediated. To the "Interim Balance Sheet")Company’s Knowledge, the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise)there is no fraud, whether or not required to be reflected on material, that involves the management of the Company who has a balance sheet and the notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred significant role in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in internal controls over financial reporting utilized by the aggregate, have a Material Adverse EffectCompany.

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 December 31website) to Parent accurate and complete copies of all registration statements, 1996 proxy statements, Company Certifications and has heretofore made available to Parentother statements, in the form filed with the SECreports, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31schedules, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports other documents filed by the Company with the SEC, including all amendments thereto, since January 1, 2010 (collectively, the "Company SEC since December 31Documents"). All statements, 1996 (the formsreports, reports schedules, forms and other documents referred required to in clauses have been filed by the Company or its officers with the SEC since January 1, 2010 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 to herein, collectively, as the "SEC Reports"). The SEC Reports filed if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement such filing): (i) each of the "Subsequent Company SEC Reports") will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as applicable, the case may be); and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial certifications and statements relating to the Company SEC Documents required by: (including, in each case, A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (C) any notes thereto) contained in other rule or regulation promulgated by the SEC Reports comply or applicable to the Company SEC Documents (collectively, the "Company Certifications") is accurate and complete, and complies as to form in all material respects with all applicable accounting Legal Requirements. As used in the introduction to this Section 2 and in this Section 2.4, the term "file" and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) 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 Alamo 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 NASDAQ Global Market, and has not since January 1, 2010 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market. (c) The financial statements (including any related notes) 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 with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to as permitted by Form 10-Q, Form 8-K or any successor form under the absence of 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 (ciii) Except as and to the extent set forth on fairly present, in all material respects, the consolidated balance sheet financial position of the Company and its consolidated Subsidiaries as at December 31, 1997, including of the notes thereto (respective dates thereof and the "1997 Balance Sheet"), or the interim unaudited balance sheet 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 Alamo Corporations are required by GAAP to be included in the consolidated financial statements 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 with the SEC that remain outstanding and unresolved. (d) The Company's auditor has at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as at June 30defined 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, 1998 in compliance with subsections (g) through (l) of Section 10A of the "Interim Balance Sheet")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 Alamo 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, 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 Alamo 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 Alamo Corporations that could have a material effect on the Company's consolidated financial statements. 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 year ended December 31, 2010, and, except as set forth in the Company SEC Documents filed prior to the date of this 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, 2010. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since December 31, 2010, neither the Company nor any Subsidiary of its Subsidiaries nor the Company's independent registered accountant has identified or been made aware of: (A) any liability significant deficiency or obligation material weakness in the design or operation of internal control over financial reporting utilized by the Alamo Corporations; (B) any nature (whether accrued, absolute, contingent illegal act or otherwise)fraud, whether or not required material, that involves the Company's management or other employees; or (C) any claim or allegation regarding any of the foregoing. (f) Part 2.4(f) of the Company Disclosure Schedule lists, and the Company has delivered or Made Available to be reflected on a Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and "off-balance sheet and arrangements" (as defined in Item 303(c) of Regulation S-K under the notes thereto prepared Exchange Act) currently in accordance with generally accepted accounting principleseffect or effected by any of the Alamo Corporations since January 1, except for liabilities and obligations (i) incurred 2010. None of the Alamo Corporations has any obligation or other commitment to become a party to any such "off-balance sheet arrangements" in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effectfuture.

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 December 31for periods beginning January 1, 1996 and has heretofore made available to Parent, in the form filed with the SEC, 1995 (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since 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 Reports"). The SEC Reports filed prior to the date Each of this Agreement complied, and the SEC Reports filed (exclusive of financial statements and any selected or other financial data for periods prior to January 1, 1995, and any Management's Discussion and Analysis of Financial Conditions and Results of Operations applicable to such financial information), at the time of its filing, complied in all material respects with the SEC on or after applicable requirements of the date Securities Act of this Agreement 1933, as amended (the "Subsequent SEC ReportsSecurities Act") will comply, with the requirements of the Exchange Act, as applicable), 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 Except as disclosed in Schedule 3.7(a) to the Company Disclosure Letter, none of the SEC Reports (including the including, but not limited to, any financial statements or schedules included therein) as of such dates containedor incorporated by reference therein but excluding any financial statements and any selected or other financial data for periods prior to January 1, 1995, and none any Management's Discussion and Analysis of Financial Conditions and Results of Operations applicable to such financial information) contained when filed, or (except to the Subsequent SEC Reports (including extent revised or superseded by a subsequent filing with the financial statements to be included thereinSEC) will containcontains, any untrue statement of a material fact or omitted or omit omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company's subsidiaries is required to file any formforms, report reports or other document documents with the SEC. (b) Each of the audited consolidated balance sheets of the Company for periods beginning January 1, 1995, and the related statements of consolidated income and retained earnings, and statements of consolidated cash flows for each of the financial statements (includingof the Company included in the SEC Reports for fiscal years beginning January 1, 1995, in each case, including any related notes thereto) contained in , as filed with the SEC Reports comply as to form in all material respects with applicable accounting requirements (collectively, the "Company Financial Statements"), and the published rules and regulations each of the SEC with respect theretounaudited interim financial statements for the three- and six-month periods ending March 31, was 1998, June 30, 1998, and September 30, 1998, respectively, has been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presented presents in all material respects the consolidated financial position, results of operations and changes in financial position of the Company and the 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 (indicated, except as otherwise noted therein and subject, in that the case of unaudited statements, interim financial statements were or are subject to the absence of footnotes and normal and recurring year-end adjustments)adjustments which will not materially alter the financial position of the Company and its subsidiaries, as reflected on such interim financial statements. (c) Except as and disclosed in Schedule 3.7(c) to the extent set forth on Company Disclosure Letter, there are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, which individually or in the aggregate is likely to have a Materially Adverse Effect, other than (i) liabilities disclosed or provided for in the consolidated balance sheet of the Company and its Subsidiaries as subsidiaries at December 31, 1997, including the notes thereto thereto, (ii) the "1997 Balance Sheet")SEC Reports, or the interim unaudited balance sheet (iii) liabilities incurred on behalf of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 in connection with this Agreement and the notes thereto prepared in accordance with generally accepted accounting principlescontemplated Merger, except for and (iv) liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30December 31, 1998 and not in contravention 1997, none of this Agreement or (ii) that would notwhich are, individually or in the aggregate, likely to have a Material Adverse Effect. (d) The 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, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

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 December 31January 28, 1996 2000, and has heretofore previously made available to ParentAcquiror, in the form filed with the SEC, (i) its Annual Reports Report on Form 10-K for the fiscal years ended December 31, 1996 1999 and 1997▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (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 December 31January 28, 1996 and 2000, (iiiiv) all other forms forms, reports and reports other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company Target with the SEC since December 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 Reports"). The SEC Reports filed prior , and (v) complete (i.e., unredacted) copies of each exhibit to the date of this Agreement complied, and the Target SEC Reports filed with the SEC. The Target SEC on or 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, (the "Subsequent SEC Reports"i) were or will comply, be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as applicablethe case may be, and the rules and regulations thereunder. None of , (ii) did not at the SEC Reports (including time they were filed, or will not at the financial statements included therein) as of such dates containedtime they are filed, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, 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) did not at the time they were filed, or will not at the time they are filed, omit any documents required to be filed as exhibits thereto. (b) No Subsidiary 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 comply Reports, as well as all forms, reports and documents to form in all material respects be filed by Target with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoafter 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 or will fairly present the consolidated financial position, results of operations and changes in financial position cash flows of the Company Target and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein in accordance with GAAP (except as otherwise noted therein and subject, in the case of unaudited statements, to the absence lack of complete footnotes and normal and recurring year-end adjustmentsadjustments which did not and are not expected to have a Material Adverse Effect on Target). (cd) Except as Target has previously furnished to Acquiror complete and correct copies of all amendments and modifications that have not been filed by Target with the SEC to all agreements, documents and other instruments that previously had been filed by Target with the extent set forth on the consolidated balance sheet of the Company SEC and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 are currently in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effecteffect.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1996 and has heretofore made available to ParentParent accurate and complete 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 December 31and other statements, 1996 and 1997reports, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31schedules, 1996 and (iii) all other forms and reports other documents filed by the Company with the SEC since December 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 to herein, collectively, as the "SEC Reports"). The SEC Reports filed if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement such filing): (i) each of the "Subsequent Company SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as applicable, the case may be); and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary 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 (C) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Company 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 consolidated 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 comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to as permitted by Form 10-Q of the absence of SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) adjustments that would will not, individually or in the aggregate, have be material in amount), and (iii) fairly present the consolidated financial 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 financial statements of the 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 Material Adverse Effectconsistent basis throughout the periods covered (except that such financial statements may not contain footnotes and may be subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (B) will fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Company and its consolidated subsidiaries for the periods covered thereby. (d) The 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, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services were approved as required by Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 specific authorizations; (ii) transactions are

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 December 31January 1, 1996 and has heretofore made available 2007 have been so filed on a timely basis, including any certification or statement required by: (i) the SEC’s Order dated June 27, 2002 pursuant to Parent, 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 December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings . None of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports 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 December 31(or, 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 filed if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement such filing): (A) each of the "Subsequent Company SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as applicable, the case may be); and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinB) as of such dates contained, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary 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 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 document or information is required furnished, supplied or otherwise delivered 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 consolidated 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 comply Documents filed on or after January 1, 2007, including the Company Financial Statements: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited statements, to as permitted by Form 10-Q of the absence of SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) adjustments that would will not, individually or in the aggregate, be material in amount); and (iii) fairly present in all material respects the consolidated financial 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 its Subsidiaries for the periods covered thereby. (d) The Company has Made Available to Parent (to the extent not available on ▇▇▇▇▇) accurate and complete copies of the Company Financial 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 Material Adverse Effectsignificant 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. (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 December 31September 30, 1996 2015 (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, 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 December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual if amended or special) held since December 31, 1996 and (iii) all other forms and reports filed superseded by the Company with the SEC since 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 Reports"). The SEC Reports filed a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (such filing), each of the "Subsequent Meerkat SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as applicable, the case may be) and the rules and regulations thereunder. None as of the SEC Reports (including the financial statements included therein) as of such dates containedtime they were filed, and none of the Subsequent Meerkat SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Meerkat SEC Reports comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein GAAP (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to as permitted by Form 10-Q of the absence of SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments)adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present, 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 Meerkat 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 be 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) Except Meerkat’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) to the Knowledge of Meerkat, “independent” with respect to Meerkat within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of Meerkat, 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. (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 January 1, 2014, 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 set forth 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 consolidated balance sheet effectiveness of the Company and its Subsidiaries internal control over financial reporting as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company end of the period covered by such report or amendment based on such evaluation. Meerkat has disclosed to Meerkat’s auditors and its Subsidiaries as at June 30, 1998 the Audit Committee of the Meerkat Board (the "Interim Balance Sheet"), and made available to the Company nor 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 Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise)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 no 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 reflected on a balance sheet and the notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred disclosed by Meerkat in the ordinary course of business consistent with past practice since June 30reports that it files or submits under the Exchange Act is recorded, 1998 processed, summarized and not in contravention of this Agreement or (ii) that would not, individually or reported within the time periods specified in the aggregaterules and forms of the SEC, have a Material Adverse Effectand that all such information is accumulated and communicated to Meerkat’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications.

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 December 31, 1996 and has heretofore made available to Parent, 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 December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual if amended or special) held since December 31, 1996 and (iii) all other forms and reports filed superseded by the Company with the SEC since 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 Reports"). The SEC Reports filed a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (such filing), each of the "Subsequent MEDS SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as applicable, the case may be) and the rules and regulations thereunder. None as of the SEC Reports (including the financial statements included therein) as of such dates containedtime they were filed, and none of the Subsequent MEDS SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 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 consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the MEDS SEC Reports comply Documents: (i) complied as to form in all material respects with applicable accounting requirements the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC with respect applicable thereto, was (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein GAAP (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to as permitted by Form 10-Q of the absence of SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments)adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (iii) fairly present, 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 MEDS 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 be 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) Except as set forth on Section 4.7(c) of the MEDS Disclosure Schedule, MEDS 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 MEDS maintains records that in reasonable detail accurately and fairly reflect MEDS’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 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 set forth 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 consolidated balance sheet effectiveness of the Company and its Subsidiaries internal control over financial reporting as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company end of the period covered by such report or amendment based on such evaluation. MEDS has disclosed to MEDS’s auditors and its Subsidiaries as at June 30, 1998 the Audit Committee of the MEDS Board (the "Interim Balance Sheet"), and made available to the Company nor 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 MEDS’s ability to record, process, summarize and report financial information and (B) any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise)fraud, whether or not required to be reflected on material, that involves management or other employees who have a balance sheet and the notes thereto prepared significant role in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred MEDS’s or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the ordinary course of business consistent with past practice since June 30MEDS SEC Documents filed prior to the date hereof, 1998 MEDS’s internal control over financial reporting is effective and MEDS has not in contravention of this Agreement or (ii) that would not, individually or identified any material weaknesses in the aggregate, have a Material Adverse Effectdesign or operation of MEDS’s internal control over financial reporting.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as the case may be, all forms, reports and documents required to be filed by it with or furnished to the SEC since December 31, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with since January 1, 2011 (the SEC since December 31, 1996 “Applicable Date”) pursuant to the Securities Act and the Exchange Act (the forms, reports and other documents referred filed or furnished since the Applicable Date and those filed or furnished subsequent to in clauses (i)the date hereof as have been supplemented, (ii) and (iii) above being referred to hereinmodified or amended since the time of filing or furnishing, collectively, as the "“Company SEC Reports"”). The As of the date of filing, in the case of Company SEC Reports filed prior pursuant to the Exchange Act (and to the extent such Company SEC Reports were amended, then as of the date of this Agreement compliedfiling of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed with pursuant to the Securities Act (and to the extent such Company SEC on or after Reports were amended, then as of the date of this Agreement effectiveness of such amendment), the Company SEC Reports (the "Subsequent SEC Reports"i) will comply, complied as to form in all material respects with either the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the rules and regulations promulgated thereunder. None of , each as in effect on the SEC Reports date so filed or effective and (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, did not contain any untrue statement of a material fact or omitted or omit 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. No Subsidiary is required to file any form, report misleading as of its filing date or other document with the SECeffective date (as applicable). (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis throughout the periods indicated (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 changes in financial position of the Company and the Company Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustmentsadjustments and to any other adjustments described therein, the effect of which, individually or in the aggregate, is not material, and to the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), in each case in accordance with GAAP except to the extent that such information has been amended or superseded by later Company SEC Reports filed prior to the date hereof. (c) Except as and to the extent set forth on the consolidated balance sheet audited annual report of the Company and its Subsidiaries as at December 31Group Companies filed with the SEC on April 18, 19972013, including the notes thereto thereto, no Group Company has outstanding (the "1997 Balance Sheet"), i) any Indebtedness or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 any commitments therefor or (the "Interim Balance Sheet"), the Company nor ii) any Subsidiary has any other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether or not ) that are required to be reflected on a balance sheet and the notes thereto prepared in accordance with generally accepted accounting principlesGAAP to be disclosed or reflected or reserved against the consolidated financial statements of the Company and its Subsidiaries, except for Indebtedness or any commitments therefor or other liabilities and or obligations (iA) incurred in the ordinary course of business consistent with past practice since June 30December 31, 1998 and not in contravention of 2012, (B) incurred pursuant to this Agreement or in connection with the Transactions or (C) that do not have a Company Material Adverse Effect. (d) On the Closing Date, the Company shall not have any Indebtedness outstanding pursuant to the facility letter dated June 26, 2013 and the other agreements related thereto between the Company and China Merchants Bank Co., Ltd. Hong Kong Branch. (e) The Company is in compliance, in all material respects, with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are applicable to it. (f) The Company has made available to Parent complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. (g) The Company has timely filed and made available to Parent all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Company SEC Report. The Company and each Group Company have established and maintain disclosure controls and procedures as defined in and required by Rules 13a-15 and 15d-15 of the Exchange Act reasonably designed to ensure that would not, individually or all material information concerning the Company and its Subsidiaries required to be disclosed by the Company in the aggregatereports it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and related forms, and that such information is accumulated and communicated to the Company’s chief executive officer and chief financial officer (or persons performing similar functions), as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor, to the Company’s knowledge, its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data. To the Company’s knowledge, there is, and since January 1, 2011, there has been, no fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a Material Adverse Effectsignificant role in the internal controls over financial reporting utilized by the Company. Since the date of the Company’s most recently filed annual report under the Exchange Act, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this Section 3.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (h) The Group Companies maintain a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (i) The Company is in compliance, in all material respects, with the applicable listing and corporate governance rules and regulations of the NYSE, subject to availing itself of any “home country” exemption from such rules and regulations available to a “foreign private issuer” (as defined under the Exchange Act and under the relevant rules and regulations of the NYSE).

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 since December 31, 1996 Securities and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since 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 Reports"). 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 Exchange Commission (the "Subsequent SEC ReportsSEC") will complysince October 13, 1999 (the "Company SEC Documents"), each of which complied in all material respects with the applicable requirements of the Exchange ActSecurities Act of 1933, as applicableamended (the "Securities Act"), 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 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 Reports Document, when filed (including or, if amended or superseded by a filing prior to the financial statements included therein) as Closing Date, then on the date of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included thereinfiling) will contain, contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary 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 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 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 disclosed in the notes thereto), and each present fairly presented the consolidated financial position, position and consolidated results of operations and changes in financial position cash flows of the Company and the Subsidiaries its subsidiaries as at of the respective dates thereof and or for the respective periods indicated therein (except as otherwise noted therein and subjectreflected therein, except, in the case of the unaudited interim financial statements, to the absence of footnotes and for normal and recurring year-end adjustments)adjustments that are not material. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries subsidiaries as at December 31of September 30, 19972001, including included in the notes thereto Company SEC Documents (the "1997 Latest Balance Sheet"), or in the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30notes thereto, 1998 (the "Interim Balance Sheet"), neither the Company nor any Subsidiary of its subsidiaries has any liability liabilities, debts, claims or obligation obligations of any nature (whether accrued, absolute, direct or indirect, contingent or otherwise, whether due or to become due), whether and there is no existing condition or not required set of circumstances which would reasonably be expected, individually or in the aggregate, to be reflected on result in such a balance sheet and the notes thereto prepared in accordance with generally accepted accounting principlesliability, except for liabilities and or obligations (i) incurred in the ordinary course of business consistent with past practice since June September 30, 1998 and not in contravention 2001, none of this Agreement or (ii) that would notwhich would, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect with respect to the Company.

SEC Filings; Financial Statements. (a) The Since January 1, 2009, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules, statements and documents required to be filed or furnished by it with under the SEC since December 31, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual Securities Act or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since 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 Reports"). 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 (the "Subsequent SEC Reports") will comply, with the requirements of the Exchange Act, as applicablethe case may be, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (such documents and any other documents filed by the rules and regulations thereunderCompany or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). None As of their respective filing dates the Company SEC Reports Documents (including i) did not (or with respect to Company SEC Documents filed after the financial statements included thereindate hereof, will not) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, contain any untrue statement of a any 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 misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the SEC thereunder. No Subsidiary None of the Company Subsidiaries is currently required to file any formforms, report reports or other document documents with the SEC. (b) Each All of the audited consolidated financial statements (including, in each case, any notes thereto) contained and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Reports comply Documents (A) have been or will be, as to form the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the consolidated Company Subsidiaries in all material respects with applicable accounting requirements and respects, (B) have been or will be, as the published rules and regulations of the SEC with respect theretocase may be, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein involved (except as otherwise noted therein and subjectmay be indicated in the notes thereto or, in the case of unaudited interim financial statements, to the absence of footnotes and for normal and recurring year-end adjustments). adjustments that are not material in amount or nature 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 (cC) Except as and to the extent set forth on fairly present in all material respects the consolidated balance sheet financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its the consolidated Company Subsidiaries as at December 31, 1997, including of the notes thereto (dates and for the "1997 Balance Sheet"periods referred to therein. Without limiting the generality of this Section 3.7(b), or the interim unaudited balance sheet since January 1, 2009, (i) no independent public accountant of the Company and its Subsidiaries has resigned or been dismissed as at June 30, 1998 (the "Interim Balance Sheet"), independent public accountant of the Company nor as a result of or in connection with any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether or not required to be reflected disagreement with the Company on a balance sheet and the notes thereto prepared in accordance with generally accepted matter of accounting principlesprinciples or practices, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30financial statement disclosure or auditing scope or procedure, 1998 and not in contravention of this Agreement or (ii) that would notno executive officer of the Company has failed in any respect to make, individually without qualification, the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (iii) no enforcement action has been initiated or, to the Knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in the aggregate, have a Material Adverse Effectany Company SEC Document.

SEC Filings; Financial Statements. (a) The Company has filed on a timely basis all forms, reports reports, schedules, statements, filings and other documents required to be filed by it with the SEC that it has been required to file since December 31January 1, 1996 2002 under the Securities Act and the Exchange Act (the “Public Filings”). Each of the Public Filings has heretofore made available to Parent, in the form filed complied with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since 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 Reports"). The SEC Reports filed prior to the date of this Agreement complied, Securities Act and the SEC Reports filed with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, with the requirements of the Exchange Act, as applicable, and the rules and regulations thereunderAct in all material respects. None of the SEC Reports (Public Filings, including the any financial statements or schedules included or incorporated by reference therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each The Company’s audited balance sheets as at December 31, 2003 and December 31, 2002 and the related statements of income, shareholders’ equity and cash flows for each of the consolidated financial statements (including, in each case, any notes thereto) contained three years in the SEC Reports comply as period ended December 31, 2003 and the related notes to form all of said financial statements, all of which have heretofore been delivered or made available to Buyer, present fairly, 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 U.S. GAAP applied on a consistent basis throughout the periods indicated covered except as referred to in such financial statements, the financial position of the Company, and each fairly presented the consolidated financial position, results of operations and changes in financial position of its cash flows for the Company and the Subsidiaries periods presented therein as at the respective dates thereof of, and for the respective periods indicated therein (except as otherwise noted therein and subjectended on, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustments)dates specified. (c) Except The unaudited financial statements of the Company included (or incorporated by reference) in the Public Filings of the Company have been prepared in accordance with U.S. GAAP and present fairly, in all material respects and in accordance with U.S. GAAP applied on a consistent basis throughout the periods covered except as referred to in such financial statements, the financial position of the Company, and the results of operations and its cash flows for the periods presented therein, subject to (i) normal year-end audit adjustments and (ii) any reclassification of such financial statements disclosed to the extent Buyer prior to the date hereof and set forth on Section 4.4(c) of the consolidated balance sheet Disclosure Schedule. (d) The Management Accounts since January 1, 2005 through the Closing Date have been prepared consistently within the period covered by such Management Accounts and in accordance with GAAP and are reasonably accurate, taking into account the fact that the Management Accounts were prepared solely for internal reporting rather than external purposes and therefore do not reflect statutory requirements governing the presentation and content of audited accounts. The Management Accounts for the fiscal years ended December 31, 2003 and December 31, 2004 delivered to Buyer were prepared by the Company in good faith and in accordance with GAAP, taking into account the fact that such Management Accounts were prepared solely for internal reporting rather than external purposes and therefore do not reflect statutory requirements governing the presentation and content of audited accounts. (e) Attached as Exhibit 4.4 is a schedule (the “Net Debt Schedule”) that reflects in all material respects the amounts, in Euros, of Financial Debt, net of all cash and cash equivalents of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto 2004 in accordance with U.S. GAAP (the "1997 Balance Sheet"“Net Debt”), or derived from the interim Company’s unaudited balance sheet financial statements contained in the Company’s Report on Form 6-K filed on February 18, 2005. As at December 31, 2004, (i) the Company did not have any Financial Debt other than as set out in the Net Debt Schedule and (ii) aggregate amount of cash and cash equivalents of the Company was not less than the amount shown in the Net Debt Schedule. (f) The Company has kept all statutory books and shareholder ledgers required by Law to be kept by it and these (i) are properly and accurately maintained in all material respects and are in all material respects up to date; (ii) are in the possession or under the control of the Company; and (iii) no notice or allegation that any of them is incorrect or should be rectified has been received in the 12 months prior to the date of this Agreement. The Company’s accounting records are in its Subsidiaries possession and are up to date and are properly complete, in all material respects. (g) Except as at June 30disclosed on Section 4.4(g) of the Disclosure Schedule, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability there are no undisclosed liabilities or obligation obligations of any nature of the Company (whether accrued, contingent, absolute, contingent determined, determinable or otherwise), whether due or not to become due, which would result in a material liability to the Company and would be required to be reflected on a balance sheet and the notes thereto set forth in financial statements prepared in accordance with generally accepted accounting principlesU.S. GAAP, except for liabilities and obligations other than (i) liabilities or obligations disclosed or provided for in the Public Filings filed prior to the date hereof or disclosed in the notes thereto and (ii) liabilities or obligations incurred after December 31, 2004 by the Company in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effectpractice.

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 December 31October 13, 1996 1993 (the "IPO Date") and has heretofore made available to ParentBuyer, in the form filed with the SECSEC (excluding any exhibits thereto), (i) its Annual Reports on Form 10-K for the fiscal years ended December 31April 30, 1995, April 30, 1996 and April 30, 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 the IPO Date and (iii) all other forms forms, reports and reports other registration statements (other than Quarterly Reports on Form 10-Q and preliminary materials) filed by the Company with the SEC since December 31, 1996 (the IPO Date. The Company SEC Reports and any forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as filed by the "SEC Reports"). The SEC Reports filed prior to the date of this Agreement complied, and the SEC Reports filed Company with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports"x) will comply, were prepared in accordance with the requirements of the Securities Act and the Exchange Act, as applicablethe case may be, and the rules and regulations thereunder. None of thereunder and (y) did not at the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, time they were filed 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. No Subsidiary 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 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 changes in financial position cash flows of the Company and the Subsidiaries consolidated Company Subsidiaries, as the case may be, as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as adjustments which were not and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether or are not required to be reflected on a balance sheet and the notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would notexpected, individually or in the aggregate, have a Material Adverse Effectto be material in amount).

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31January 1, 1996 1998 and has heretofore delivered or made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 1998, 1999 and 19972000, 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 December 31April 30, 1996 1998 and (iiiiv) all other forms including reports on Form 8-K and reports other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31January 1, 1996 2000 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iiiiv) above being referred to hereinbeing, collectively, as the "SEC Reports"). The SEC Reports filed prior to the date of this Agreement complied, and the SEC Reports filed (i) were prepared in accordance with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, with either the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), or the Exchange Act, as applicablethe case may be, and the rules and regulations promulgated thereunder. None , and (ii) did not, at the time they were filed, or, if amended, as of the SEC Reports (including the financial statements included therein) as date of such dates containedamendment, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, 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. No Subsidiary is required to file any form, report or other document with the SEC. (b) The Company has furnished to Parent the unaudited consolidated balance sheet, the unaudited consolidated statement of operations and the unaudited consolidated statement of cash flows of the Company and the Subsidiaries as at June 30, 2001 and for the 6-month period then ended (the "June 30 Financials"). Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, June 30 Financials 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 each fairly presented presents, in all material respects, the consolidated financial position, results of operations and changes in financial position cash flows of the Company and the its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustmentsadjustments which would not, individually or in the aggregate, have had, and would not have, a Material Adverse Effect). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 19972000, including the notes thereto (the "1997 2000 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), neither 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) obligations, incurred in the ordinary course of business and consistent with past practice since June 30December 31, 1998 2000, which would not, individually or in the aggregate, prevent or materially delay consummation of the Offer or the Merger and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Company has no Company Indebtedness. (e) The Company has heretofore furnished to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

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 December 31September 24, 1996 2020 (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 Parent, in have been filed by Parent 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 December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual if amended or special) held since December 31, 1996 and (iii) all other forms and reports filed superseded by the Company with the SEC since 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 Reports"). The SEC Reports filed a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (such filing), each of the "Subsequent Parent SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange ActAct (as the case may be) and, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates containedtime they were filed, and none of the Subsequent Parent SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Parent SEC Reports comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein GAAP (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to except as permitted by the absence of SEC on Form 10-Q 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 are material) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present, 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 Parent 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 be disclosed in Parent’s financial statements in accordance with GAAP. (c) Except as and Since January 1, 2019 through the date of this Agreement, Parent has not received any comment letter from the SEC or the staff thereof or any correspondence from officials of Nasdaq or the staff thereof relating to the extent set forth on the consolidated balance sheet delisting or maintenance of listing of the Company Parent Common Stock on Nasdaq. (d) Since January 1, 2019 through the date of this Agreement, there have been no formal internal investigations regarding financial reporting or accounting policies and its Subsidiaries as practices discussed with, reviewed by or initiated at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet direction of the Company and its Subsidiaries as at June 30Chief Executive Officer, 1998 (the "Interim Balance Sheet")Chief Financial Officer or general counsel of Parent, the Company nor Parent Board or any Subsidiary has committee thereof. Since January 1, 2019, neither Parent nor, to Parent’s Knowledge, its independent auditors have identified (i) any liability significant deficiency or obligation material weakness in the design or operation of the system of internal accounting controls utilized by Parent, (ii) any nature (whether accrued, absolute, contingent or otherwise)fraud, whether or not required 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 be reflected on a balance sheet provide reasonable assurance regarding the reliability of financial reporting and the notes thereto prepared preparation of financial statements for external purposes in accordance with generally accepted accounting principles, except for liabilities GAAP and obligations to provide reasonable assurance (i) incurred that transactions are recorded as necessary to permit preparation of financial statements in the ordinary course of business consistent accordance with past practice since June 30GAAP, 1998 and not in contravention of this Agreement or (ii) that would notreceipts 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, individually 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 aggregatedesign 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 Material Adverse Effectsignificant role in Parent’s internal control over financial reporting. Parent has not identified, based on its most recent evaluation of internal control over financial reporting, any material 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, processed, summarized and reported within the required time periods, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications.

SEC Filings; Financial Statements. (a) The Company has filed Made Available to Parent accurate and complete copies of all formsregistration statements, reports proxy statements, Certifications (as defined below) and documents required to be filed by it with the SEC since December 31other statements, 1996 and has heretofore made available to Parentreports, in the form filed with the SECschedules, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports other documents filed by the Company with the SEC since December 31October 6, 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 to herein, collectively, as the "SEC Reports"). The SEC Reports filed if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement such filing): (i) each of the "Subsequent Company SEC Reports") will comply, Reports complied as to form in all material respects with the applicable requirements of the Exchange Securities Act, as applicable, the Exchange Act and the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be); and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of 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, (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 any form, report or other document with the SEC. (b) Each . As of the consolidated financial statements (includingdate of this Agreement, in each case, any notes thereto) contained in there are no unresolved comments issued by the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations staff of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position to any of the Company and SEC Reports. As of the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case date of unaudited statementsthis Agreement, to the absence knowledge of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet Company, none of the Company and its Subsidiaries as at December 31, 1997, including SEC Reports is the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation subject of any nature (whether accrued, absolute, contingent or otherwise), whether or not required to be reflected on a balance sheet and ongoing review by the notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse EffectSEC.

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 December 31January 1, 1996 and has heretofore made available to Parent1997, in the form filed with the SEC, including (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 1997 and 19971998, 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 December 31January 1, 1996 and 1999, (iiiiv) all other forms and reports or registration statements filed by the Company with the SEC since December 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 Reports"). The Company SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (the "Subsequent SEC Reports"such filing) will comply, with the requirements of the Exchange Act, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary Except as set forth on Schedule 3.7(a) of the Company 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 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 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), and each fairly presented present in all material respects the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein (indicated, except as otherwise noted therein and subject, in that the case of unaudited statements, interim financial statements were or are subject to the absence of footnotes and normal and recurring year-end adjustments)adjustments which were not or are not expected to be material in amount. 3. The unaudited consolidated financial statements of the Company as of and for the period ending December 31, 1999 (cincluding the related notes and schedules thereto) Except as and delivered to the extent set forth Parent prior to the date hereof (the "1999 Financial 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), and fairly present in all material respects the consolidated balance sheet financial position of the Company and its Subsidiaries subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 1999 and the notes thereto prepared in accordance with generally accepted accounting principles, except consolidated results of their operations and cash flows for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effectyear then ended.

SEC Filings; Financial Statements. (ai) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31January 1, 1996 and has heretofore made 2025, all of which are available to Parent, in the form filed with Holder on the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed website maintained by the Company with the SEC since December 31, 1996 at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (the “SEC Website”). All such required forms, reports and other documents (including those that the Company may file subsequent to the date hereof) are referred to in clauses herein collectively as the “Company SEC Reports”. In addition, all documents filed as exhibits to the Company SEC Reports (“Exhibits”) are available on the SEC Website. All documents required to be filed as Exhibits to the Company SEC Reports have been so filed. As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) and did not at the time they were filed (iii) above being referred to herein, collectively, as the "SEC Reports"). The SEC Reports filed or if amended or superseded by a subsequent filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (the "Subsequent SEC Reports"such subsequent filing) will comply, with the requirements of the Exchange Act, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary The Company is required to file any form, report or other document with engaged only in the SECbusiness described in the Company SEC Reports and the Company SEC Reports contain a complete and accurate description in all material respects of the Company’s and the Subsidiary’s business. (bii) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports comply (the “Company Financials”) (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, (ii) was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and each (iii) fairly presented in all material respects the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods indicated therein (indicated, except as otherwise noted therein and subject, in that the case of unaudited statements, interim financial statements were or are reasonably expected to the absence of footnotes and be subject to normal and recurring year-end adjustments). (c) Except . There has been no material change in the Company’s accounting policies except as and described in the notes to the extent set forth on the consolidated Company Financials. The balance sheet of the Company and its Subsidiaries as at December contained in the Company SEC Report for the quarter ended March 31, 19972014, including is hereinafter referred to as the notes thereto (the "1997 “Company Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), .” Neither the Company nor any Subsidiary has incurred any liability obligations or obligation of any nature liabilities (whether absolute, accrued, absolute, contingent or otherwise), whether or not ) of any nature required to be reflected disclosed on a balance sheet and or in the related notes thereto to the consolidated financial statements prepared in accordance with generally accepted accounting principlesGAAP which are, individually or in the aggregate, material to the business, operations, results of operations or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole, except for liabilities and obligations (i) reflected on, reserved against, or disclosed in the notes to the Company Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice since June 30practice. (iii) The Company has heretofore made available to the Holder complete and correct copies of any amendments or modifications, 1998 and which have not in contravention of this Agreement yet been filed with the Commission but which are required to be filed, to agreements, documents or (ii) that would not, individually other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or in the aggregate, have a Material Adverse EffectExchange Act.

SEC Filings; Financial Statements. (a) The Company Each of Parent and the Parent Subsidiaries has filed all forms, reports reports, statements and documents required to be filed by it with the SEC since December 31June 17, 1996 2005 (the “Parent SEC Reports”), each of which has complied in all material respects with the applicable requirements of the Securities Act and has heretofore made available the rules and regulations promulgated thereunder, the Exchange Act, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent Parent SEC Report filed or furnished to the SEC by Parent, and in either case, publicly available prior to the form filed with date hereof (each, a “Parent Filed SEC Report”). Notwithstanding the SECforegoing, (i) its Annual Reports the report on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating Q to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports be filed by the Company with the SEC since December 31on November 14, 1996 (2005 shall be deemed, for all purposes under this Agreement, a “Parent Filed SEC Report”. None of 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 Parent SEC Reports filed prior to the date of this Agreement complied(including, any financial statements or schedules included or incorporated by reference therein) contained when filed, and the any Parent SEC Reports filed with the SEC on or after subsequent to the date of this Agreement (the "Subsequent SEC Reports") hereof will comply, with the requirements of the Exchange Act, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will not contain, any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report. No Subsidiary is The principal executive officer of Parent and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) have made the certifications required to file any formby Sections 302 and 906 of, 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 comply as to form and Parent has complied in all material respects with applicable accounting requirements with, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the published rules and regulations of the SEC promulgated thereunder with respect to Parent’s filings pursuant to the Exchange Act. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.. (b) Except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report, all of the financial statements included in the Parent SEC Reports, in each case, including any related notes thereto, was as filed with the SEC (those filed with the SEC are collectively referred to as the “Parent Financial Statements”), have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein involved (except as otherwise noted therein may be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SEC and subject, in the case of the unaudited statements, to the absence of footnotes and normal and recurring normal, year-end adjustmentsaudit adjustments which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect). The consolidated balance sheets (including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly present the consolidated financial position of Parent and the Parent Subsidiaries at the respective dates thereof, and the consolidated statements of operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly present the consolidated statements of operations, stockholders’ equity and cash flows of Parent and the Parent Subsidiaries for the periods indicated, subject, in the case of the unaudited statements, to normal, year-end audit adjustments which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Except Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the extent set forth on recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to differences. (d) Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Parent required under the Exchange Act with respect to such reports. (e) Neither Parent nor any of the Parent Subsidiaries has any liabilities or obligations of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to Parent and the Parent Subsidiaries, taken as a whole, other than (i) liabilities or obligations disclosed or provided for in the consolidated balance sheet of Parent and the Company and its Parent Subsidiaries as at of December 31, 19972004, including the notes thereto thereto, contained in the Parent Filed SEC Reports, (the "1997 Balance Sheet"), ii) liabilities or the interim unaudited balance sheet obligations incurred on behalf of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 Parent in connection with this Agreement and the notes thereto prepared in accordance with generally accepted accounting principlescontemplated Merger, except for (iii) liabilities and or obligations (i) incurred in the ordinary course of business consistent with past practice since June 30January 1, 1998 2005, and not in contravention of this Agreement or (iiiv) that would notwhich are, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

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 December 31website) to Parent accurate and complete copies of all registration statements, 1996 proxy statements, Company Certifications and has heretofore made available to Parentother statements, in the form filed with the SECreports, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31schedules, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports other documents filed by the Company with the SEC, including all amendments thereto, since January 1, 2011 (collectively, the “Company SEC since December 31Documents”). All statements, 1996 (the formsreports, reports schedules, forms and other documents referred required to in clauses have been filed by the Company or its officers with the SEC since January 1, 2011 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 to herein, collectively, as the "SEC Reports"). The SEC Reports filed if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement such filing): (i) each of the "Subsequent Company SEC Reports") will comply, Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as applicable, the case may be); and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial certifications and statements relating to the Company SEC Documents required by: (including, in each case, A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (C) any notes thereto) contained in other rule or regulation promulgated by the SEC Reports comply or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form in all material respects with all applicable accounting Legal Requirements. As used in the introduction to this Section 3 and in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) 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 Alaska 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 NASDAQ Global Market, and has not since January 1, 2011 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market. (c) The financial statements (including any related notes) 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 with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to as permitted by Form 10-Q, Form 8-K or any successor form under the absence of 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 (ciii) Except as and to the extent set forth on fairly present, in all material respects, the consolidated balance sheet financial position of the Company and its consolidated Subsidiaries as at December 31, 1997, including of the notes thereto (respective dates thereof and the "1997 Balance Sheet"), or the interim unaudited balance sheet 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 Alaska Corporations are required by GAAP to be included in the consolidated financial statements 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 with the SEC that remain outstanding and unresolved. (d) The Company’s auditor has at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as at June 30defined 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, 1998 in compliance with subsections (g) through (l) of Section 10A of the Securities and Exchange Act of 1934, as amended (the "Interim Balance Sheet")“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 Alaska 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, 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 Alaska 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 Alaska Corporations that could have a material effect on the Company’s consolidated financial statements. 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 year ended December 31, 2011, and, except as set forth in the Company SEC Documents filed prior to the date of this 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, 2011. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since December 31, 2011, neither the Company nor any Subsidiary of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any liability significant deficiency or obligation material weakness in the design or operation of internal control over financial reporting utilized by the Alaska Corporations; (B) any nature (whether accrued, absolute, contingent illegal act or otherwise)fraud, whether or not required 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 be reflected on a Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet and arrangements” (as defined in Item 303(c) of Regulation S-K under the notes thereto prepared Exchange Act) currently in accordance with generally accepted accounting principleseffect or effected by any of the Alaska Corporations since January 1, except for liabilities and obligations (i) incurred 2011. None of the Alaska Corporations has any obligation or other commitment to become a party to any such “off-balance sheet arrangements” in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effectfuture.

SEC Filings; Financial Statements. (a) The Company has filed Made Available to Parent accurate and complete copies of all formsregistration statements, reports proxy statements, Certifications (as defined below) and documents required to be filed by it with the SEC since December 31other statements, 1996 and has heretofore made available to Parentreports, in the form filed with the SECschedules, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports other documents filed by the Company with the SEC since December 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 to hereinor, collectively, as the "SEC Reports"). The SEC Reports filed if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement such filing): (i) each of the "Subsequent Company SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as applicable, the case may be); and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary 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 (C) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Company 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 consolidated 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 comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (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 and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to as permitted by Form 10-Q of the absence of SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) adjustments that would will not, individually or in the aggregate, have be material in amount); and (iii) fairly present in all material respects the consolidated financial 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 financial statements of the Company. (d) 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 Material Adverse Effectbasis 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, 2004 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, 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 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) 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, 2003 and the fees paid for such services. All such non-audit services were approved as required by Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 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 has 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 on a timely basis all forms, reports reports, statements, Certifications, schedules and documents (including items incorporated by reference) (collectively, the "Company SEC Reports") required to be filed by it with the SEC since December 31January 1, 1996 2003. Except to the extent available in full without redaction on the SEC's web site through the Electronic Data Gathering, Analysis and Retrieval System ("▇▇▇▇▇"), including those filed on or after the date of this Agreement, the Company has heretofore made available Made Available to ParentParent copies of, in the form filed with the SEC, (i) its Annual all of the Company SEC Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating required to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports be filed by the Company it with the SEC since December 31January 1, 1996 2003. No Company Subsidiary is or has been required to file any form, report, statement, Certification, schedule or other document with the SEC. (b) Except as set forth in Section 4.7(b) of the formsCompany Disclosure Schedule, reports and other documents referred to in clauses each of the Company SEC Reports (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC Reports"). The SEC Reports filed prior to of the date of this Agreement compliedthe filing of such report, and the SEC Reports filed with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and, to the extent then applicable, and SOXA, including in each case, the rules and regulations thereunder. None of the SEC Reports , and (including the financial statements included thereinii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included thereinfiling) will contain, did not 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. No Subsidiary is required to file any form, report or other document with the SEC. (bc) Each Except as set forth in Section 4.7(c) of the Company Disclosure Schedule, each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports comply (the "Company Financial Statements"), including each of the Company SEC Reports filed after the date of this Agreement until the Closing, (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor form under the Exchange Act), and each (iii) fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Company Subsidiaries as at the respective dates thereof and the consolidated results of Company's and the Company Subsidiaries' operations and cash flows for the respective periods indicated therein (indicated, except as otherwise noted therein and subject, in that the case of unaudited statements, to the absence of interim financial statements may not contain footnotes and were or are subject to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth on the consolidated adjustments in accordance with GAAP. The balance sheet of the Company and its Subsidiaries as at of December 31, 1997, including the notes thereto 2005 (the "1997 Company Balance Sheet Date") contained in the Company SEC Reports is hereinafter referred to as the "Company Balance Sheet")." Neither the Company nor any Company Subsidiary has any liabilities (absolute, accrued, contingent or the interim unaudited otherwise) required under GAAP to be set forth on a balance sheet that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 Subsidiaries taken as a balance sheet and the notes thereto prepared in accordance with generally accepted accounting principleswhole, except for (A) liabilities and obligations (i) incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practice since June 30which are of the type that typically recur and which do not result from any breach of contract, 1998 tort or violation of any Law, (B) those specifically set forth or specifically and adequately reserved against in the Company Balance Sheet, and (C) the fees and expenses of investment bankers, attorneys and accountants incurred in connection with this Agreement. Except as reflected in the Company Financial Statements, neither the Company nor any Company Subsidiary is a party to any material off-balance sheet arrangements (as defined in Item 303 of Regulation S-K). All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied. The books and records of the Company and each Company Subsidiary have been maintained, and are being maintained, in all material respects, in accordance with applicable Law and accounting requirements, and the Company Financial Statements are consistent with such books and records. (d) The Company has Made Available to Parent, or will, prior to the Closing, make available to Parent, a true, correct and complete copy of (i) any amendments or modifications, which have not in contravention of this Agreement yet been filed with the SEC but that are required to be filed, to Contracts or documents that previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act, and (ii) that would notany correspondence between the Company and the SEC (including all comment letters received by the Company from the SEC and all responses to such comment letters by or on behalf of the Company) for the Company's three (3) prior fiscal years. No investigation by the SEC with respect to the Company or any Company Subsidiary is pending or, individually to the Company's knowledge, threatened. (e) As of the date of this Agreement, the Company is in compliance with the applicable listing and corporate governance rules and regulations of the AMEX. (f) Neither the Company nor any Company Subsidiary nor any director or officer, nor, to the Company's knowledge, any employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received any complaint, allegation, assertion or claim, in each case, regarding the accounting or auditing practices, procedures, methodologies or methods or potential fraudulent conduct of the Company or any Company Subsidiary or their respective internal controls, or any material inaccuracy in the aggregateCompany's financial statements, have including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing the Company or any Company Subsidiary, or current or former employee of the Company or of any Company Subsidiary, has reported to the Company Board or any committee thereof or to any director or officer of the Company evidence of a Material Adverse Effectviolation of securities Laws, breach of fiduciary duty, fraudulent conduct or similar violation by the Company or any of its officers, directors, employees or agents.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31February 3, 1996 1996, and has heretofore delivered or made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December February 3, 1996, February 1, 1997, and January 31, 1996 and 19971998, respectively, (ii) its Quarterly Report on Form 10-Q for the period ended August 1, 1998, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31February 3, 1996 1996, and (iiiiv) all other forms forms, reports and reports other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31February 3, 1996 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iiiiv) above being referred to herein, collectively, as the "SEC Reports"). 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 (the "Subsequent SEC Reports"i) will comply, were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as applicablethe case may be, and the rules and regulations thereunder. None promulgated thereunder and, at the time they were filed (or at the effective date thereof with respect to registration statements under the Securities Act) complied in all material respects with the requirements of the SEC Reports (including Securities Act, or the financial statements included therein) Exchange Act, as of such dates containedthe case may be, and none of the Subsequent rules and regulations promulgated thereunder applicable to such SEC Reports Reports, and (including ii) did not, at the financial time they were filed (or at the effective date thereof with respect to registration statements to be included therein) will containunder the Securities Act), 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. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each The financial statements of the consolidated financial statements (including, in each case, any notes thereto) contained Company included in the SEC Reports comply as of the dates of such SEC Reports, are true and complete and complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein then ended (except as otherwise noted therein and subject, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end audit adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its the consolidated Subsidiaries as at December January 31, 1997, 1998 including the notes thereto (the "1997 Balance Sheet")thereto, or the interim unaudited balance sheet in Section 3.07 of the Disclosure Schedule or in any SEC Report filed by the Company and its Subsidiaries as at June 30after January 31, 1998 (the "Interim Balance Sheet")1998, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether or not ) that would be required to be reflected on a balance sheet and sheet, or in the notes thereto thereto, prepared in accordance with generally accepted accounting principlesGAAP, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30January 31, 1998 1998. (d) The Company has heretofore furnished or made available to Parent complete and not in contravention correct copies of this Agreement or all amendments and modifications (iiif any) that would nothave not been filed by the Company with the SEC to all agreements, individually or documents and other instruments that previously had been filed by the Company with the SEC and are currently in the aggregate, have a Material Adverse Effecteffect.

SEC Filings; Financial Statements. (a) The Company has filed all All forms, reports documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), excluding the Joint Proxy Statement/Prospectus, required to be filed by it with the SEC since December 31, 1996 and has heretofore made available to Parent, in the form have been filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating or furnished to the Company's meetings United States Securities and Exchange Commission (the “SEC”) by the Company or any of stockholders the Company Subsidiaries since January 1, 2024 have been timely filed or furnished, as the case may be. All such forms, documents and reports, including any audited or unaudited financial statements and any notes thereto or schedules included therein (whether annual including those that the Company may file after the date of this Agreement and prior to the Closing Date), are referred to herein as the “Required Company SEC Documents,” and such Required Company SEC Documents, with any voluntarily filed forms, documents, reports or special) held since December 31, 1996 and (iii) all other forms and reports document filed by the Company with the SEC on or since December 31January 1, 1996 2024 (the formsexcluding, reports and other documents in each case, information explicitly deemed “furnished” rather than “filed”), are referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, herein as the "“Company SEC Reports"). The SEC Reports filed Documents.” As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement compliedAgreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Required Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be), and the SEC Reports filed with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, with the requirements of the Exchange Act, as applicable, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Company SEC Reports Documents (including A) in the financial statements to be included therein) will containcase of any registration statement, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) in the case of Company SEC Documents other than registration statements, included any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the consolidated The financial statements (includingincluding related notes, in each case, any notes theretoif any) contained in the Required Company SEC Reports comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered (except as otherwise noted therein and subjectmay 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 the unaudited financial statements may not have contained notes and were subject to the absence of footnotes and normal and recurring year-end adjustments). ; and (ciii) Except as and to the extent set forth on fairly presented in all material respects the consolidated balance sheet financial position of the Company and its consolidated Subsidiaries as at December 31, 1997, including of the notes thereto (respective dates thereof and the "1997 Balance Sheet"), or the interim unaudited balance sheet consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. For purposes of this Agreement, “Company Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of the Company and its consolidated Subsidiaries as at June 30of December 31, 1998 2023 (the "Interim “Company Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (iSheet Date”) incurred set forth in the ordinary course of business consistent Company’s Annual Report on Form 10-K filed with past practice since June 30the SEC on February 29, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect2024.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31May 1, 1996 and 1997. The Company has heretofore made available delivered to Parent, in the form filed with the SEC, (i) its Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1996 and 1997, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30, 1998, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31May 1, 1996 and 1997, (iiiiv) all other forms and reports or registration statements filed by the Company with the SEC (other than Reports on Form 10-Q, Reports on Form 3, 4 or 5 and Schedules 13G filed on behalf of affiliates of the Company) since December 31May 1, 1996 1997 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 (i), (ii) and (iii) above being referred to herein, collectively, as the "Company SEC Reports"). The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (the "Subsequent SEC Reports"such filing) will comply, with the requirements of the Exchange Act, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the 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 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 United States Generally Accepted Accounting Principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto) and each fairly presented presents in all material respects the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein (indicated, except as otherwise noted therein and subject, in that the case of unaudited statements, interim financial statements were or are subject to the absence of footnotes and normal and recurring year-end adjustments)adjustments and such statements do not contain notes thereto. (c) Except as The Company has heretofore furnished to Parent a complete and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation correct copy of any nature (whether accruedamendments or modifications, absolute, contingent or otherwise), whether or which have not yet been filed with the SEC but which are required to be reflected on a balance sheet and filed, to agreements, documents or other instruments which previously had been filed by the notes thereto prepared in accordance Company with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement SEC pursuant to the Securities Act or (ii) that would not, individually or in the aggregate, have a Material Adverse EffectExchange Act.

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 December 31, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since December 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"”). 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 filed (or, if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement such filing): (i) each of the "Subsequent Company SEC Reports") will comply, Reports complied in all material respects with the applicable requirements of the Exchange Securities Act, as applicable, the Exchange Act and the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be); and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of 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, (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 any form, report or other document with the SEC. (b) Each . As of the consolidated financial statements (includingdate of this Agreement, in each case, any notes thereto) contained in there are no unresolved comments issued by the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations staff of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position to any of the Company and SEC Reports. As of the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case date of unaudited statementsthis Agreement, to the absence Knowledge of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet Company, none of the Company and its Subsidiaries as at December 31, 1997, including SEC Reports is the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation subject of any nature (whether accrued, absolute, contingent or otherwise), whether or not required to be reflected on a balance sheet and ongoing review by the notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse EffectSEC.

SEC Filings; Financial Statements. (a) The Since January 1, 2019, 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 December 31, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed furnished by the Company with the SEC since 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 "“Company SEC Reports"Documents”). The As of their respective dates, the Company 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 (the "Subsequent SEC Reports") will comply, Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as applicablethe case may be, and the rules and regulations thereunder. None of the SEC Reports promulgated thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (including prior to the financial statements included thereinAgreement Date) as of such dates containedby a later filed Company SEC Document, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, Documents when filed or furnished contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is executive officer of the Company has failed to make the certifications required of such executive officer under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to file any form, report Company SEC Document filed or other document furnished by the Company with the SECSEC since January 1, 2019. (b) Each The consolidated financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied 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 as permitted by Regulation S-X, 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 (iii) fairly present, 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 (except subject, in the case of the unaudited financial statements, to the absence of footnote disclosure and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). No financial statements of any Person other than the consolidated Subsidiaries of the Company are required by GAAP to be included in the consolidated financial statements of the Company. (includingc) The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all 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 and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. Since January 1, 2019, any material change in internal control over financial reporting required to be disclosed in any Company SEC Document has been so disclosed. (d) No Acquired Company is party to or has any obligation or other commitment to become a 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, 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, the Acquired Companies in the Company’s published financial statements or other Company SEC Documents. (e) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company is also in compliance in all material respects with all of the other applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules of Nasdaq. (f) Since January 1, 2019, no Acquired Company nor, to the Knowledge of the Company, any Representative or auditor of any Acquired Company has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Acquired Companies or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Acquired Company has engaged in questionable accounting or auditing practices. (g) There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and none of the Company SEC Documents is the subject of ongoing SEC review. To the Knowledge of the Company, there are no SEC inquiries or investigations pending, or threatened, in each case, case regarding any notes theretoaccounting practices of the Company. (h) contained in Each document required to be filed by the Company with the SEC Reports in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable accounting requirements of the Exchange Act. The Company Disclosure Documents, at the time 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 disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The information with respect to the Company that the Company furnishes to Parent or Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule TO and the published rules and regulations Offer Documents, at the time of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position filing of the Company Schedule TO and the Subsidiaries as at the respective dates thereof and for time of any distribution or dissemination of the respective periods indicated therein (except as otherwise noted therein and subjectOffer Documents, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet light of the Company and its Subsidiaries as at December 31circumstances under which they were made, 1997, including not misleading. Notwithstanding the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet")foregoing, the Company nor any Subsidiary has any liability makes no representation with respect to statements made or obligation incorporated by reference therein based on information supplied by or on behalf of any nature (whether accrued, absolute, contingent Parent or otherwise), whether Purchaser for inclusion or not required to be reflected on a balance sheet and the notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred incorporation by reference in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse EffectCompany Disclosure Documents.

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 December 31, 1996 and has heretofore made available to Parent, in have been so filed or furnished. As of the form time it was filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating or furnished to the Company's meetings of stockholders SEC (whether annual or, if amended, supplemented or special) held since December 31, 1996 and (iii) all other forms and reports filed superseded by the Company with the SEC since 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 Reports"). The SEC Reports filed a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement such filing): (i) each of the "Subsequent Beneficiary SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act, ”) (as applicable, the case may be); and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Beneficiary SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is Each of the certifications and statements relating to the Beneficiary SEC Documents required by: (1) Rule 13a-14 or 15d-14 under the Exchange Act; or (2) 18 U.S.C. § 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) (collectively, the “Beneficiary Certifications”) was accurate and complete, and complied as to file any form, report form and content with all applicable legal requirements in effect at the time such Beneficiary Certification was filed with or other document with furnished to the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Beneficiary SEC Reports comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (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 and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered (except as otherwise noted therein and subjectexcept, in the case 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 the results of operations and cash flows of Beneficiary for the periods covered thereby. No financial statements of any Person other than the Beneficiary are required by GAAP to be included in the absence financial statements of footnotes and normal and recurring year-end adjustments)the Parent. (c) Except Beneficiary maintains effective disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Beneficiary maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the extent set forth on the consolidated balance sheet reliability of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 financial reporting and the notes thereto prepared preparation of financial statements for external purposes in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse EffectGAAP.

SEC Filings; Financial Statements. (a) The Company has filed all All forms, reports documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), excluding the Joint Proxy Statement/Prospectus, required to be have been filed with or furnished to the SEC by Parent or any of the Parent Subsidiaries since January 1, 2024 have been timely filed or furnished, as the case may be. All such forms, documents and reports, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Parent may file after the date of this Agreement and prior to the Closing Date), are referred to herein as the “Required Parent SEC Documents,” and such Required Parent SEC Documents, with any voluntarily filed forms, documents, reports or other document filed by it the Parent with the SEC on or since December 31January 1, 1996 and has heretofore made available to Parent2024 (excluding, in the form filed with the SECeach case, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31information explicitly deemed “furnished” rather than “filed”), 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since December 31, 1996 (the forms, reports and other documents are referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, herein as the "“Parent SEC Reports"). The SEC Reports filed Documents.” As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement compliedAgreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Required Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be), and the SEC Reports filed with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, with the requirements of the Exchange Act, as applicable, SOX and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Parent SEC Reports Documents (including A) in the financial statements to be included therein) will containcase of any registration statement, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) in the case of Company SEC Documents other than registration statements, included any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the consolidated The financial statements (includingincluding related notes, in each case, any notes theretoif any) contained in the Required Parent SEC Reports comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered (except as otherwise noted therein and subjectmay 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 the unaudited financial statements may not have contained notes and were subject to the absence of footnotes and normal and recurring year-end adjustments). ; and (ciii) Except fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and to the extent set forth on consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries for the periods covered thereby. For purposes of this Agreement, “Parent Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of the Company Parent and its consolidated Subsidiaries as at of December 31, 1997, including the notes thereto 2023 (the "1997 “Parent Balance Sheet")Sheet Date”) set forth in Parent’s Annual Report on Form 10-K filed with the SEC on March 4, or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect2024.

SEC Filings; Financial Statements. (a) The Company ABI has filed and made available to Murd▇▇▇ ▇▇▇ies of all forms, reports reports, and documents required to be filed by it ABI with the SEC since December 31, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since December 31February 6, 1996 (the forms, reports and other documents collectively referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC Reports"). The As of their respective filing dates, each SEC Reports filed prior Report complied as to the date of this Agreement complied, and the SEC Reports filed form in all material respects with the SEC on or after applicable requirements under the date of this Agreement (the "Subsequent SEC Reports") will comply, with the requirements of Securities Act and the Exchange Act. As of their respective filing dates, as applicable, and the rules and regulations thereunder. None of the no SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, Report filed contained any untrue statement of a material fact or omitted 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 misleadingmisleading (except any statement or omission therein which has been corrected or otherwise disclosed or updated in a subsequent SEC Reports). No Subsidiary None of the ABI Subsidiaries, including American Bank, is required to file any formforms, report reports, or other document documents under the Exchange Act with the SECSEC or with any other Regulatory Authority. (b) Each of the The audited consolidated financial statements and the unaudited interim financial statements of ABI (including, in each case, any the notes thereto) contained in the SEC Reports comply filed on Form 10-KSB or Form 10-QSB, including any SEC Reports filed subsequent to the date of this Agreement until the Effective Time (the "ABI Financial Statements") (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 and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered thereby) (i) are or will be prepared in accordance with GAAP (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect.,

SEC Filings; Financial Statements. (a) The Company has filed or otherwise transmitted all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or otherwise transmitted by it with the SEC since December 31June 30, 1996 2012 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since 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 Reports"). The SEC Reports filed prior to the date hereof (such documents filed since June 30, 2012 and prior to the date hereof, the “Company SEC Reports“). Except as set forth in Section 3.7(a) of this Agreement compliedthe Company Schedule of Exceptions, and as of their respective dates, each of the Company SEC Reports filed complied as to form in all material respects with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, with the applicable requirements of the Exchange Act, as applicable, Securities Act and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. None Except as set forth in Section 3.7(a) of the Company Schedule of and except to the extent amended or superseded by a subsequent filing with the SEC Reports (including made prior to the financial statements included therein) date hereof, as of their respective dates (and if so amended or superseded, then on the date of such dates containedsubsequent filing), and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the The audited consolidated financial statements of the Company (including, in each case, including any related notes thereto) contained included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 filed with the SEC Reports comply as to form have been prepared in accordance with GAAP 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 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 changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the periods indicated therein. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the Company’s quarterly reports on Form 10-Q filed with the SEC since June 30, 2012 have been prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or may be permitted by the SEC under the Exchange Act) and fairly present in all material respects the consolidated financial position of the Company as of the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, subject to the absence of footnotes and normal and recurring yearperiod-end adjustments). (c) Except The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that material information relating to the extent set forth on Company is made known to the consolidated balance sheet chief executive officer and the chief financial officer of the Company and its Subsidiaries by others within the Company. (d) Except as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet set forth in Section 3.7(a) of the Company and its Subsidiaries as at Schedule of Exceptions, since June 30, 1998 (the "Interim Balance Sheet")2012, the Company nor has not disclosed to the Company’s independent registered accounting firm and the audit committee of the Company’s Board of Directors (i) any Subsidiary has significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting or (ii) any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise)fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) Except as set forth in Section 3.7(a) of the Company Schedule of Exceptions, since June 30, 2012, the Company has not identified any material weaknesses in the design or operation of its internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). To the Knowledge of the Company, there is no reason to believe that its chief executive officer and chief financial officer will not be able to give the certifications required pursuant to be reflected on the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 when next due. The Company maintains a balance sheet system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the notes thereto prepared Exchange Act) that provides reasonable assurance that (i) transactions are executed in accordance with generally accepted accounting principlesmanagement’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) The Company does not have any liabilities of any nature, except for liabilities and obligations that (i) are accrued or reserved against in the most recent financial statements included in the Company SEC Reports filed prior to the date hereof or are reflected in the notes thereto, (ii) were incurred in the ordinary course of business consistent since the date of such financial statements, (iii) are incurred in connection with past practice since June 30the transactions contemplated by this Agreement, 1998 and not (iv) have been discharged or paid in contravention full prior to the date of this Agreement in the ordinary course of business, or (iiv) that would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Section 3.7(f) of the Company Schedule of Exceptions sets forth a list of all outstanding debt for money borrowed, the applicable lender, interest rate and the applicable payment dates except for obligations issued, undertaken or assumed as the deferred purchase price of property or services, including without limitation any operating lease or capital lease, that do not exceed $25,000 in the aggregate. (g) Each of the “principal executive officer” of the Company (as defined in SOX) and the “principal financial officer” of the Company (as defined in S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 ) has made all certifications required by Sections 302 and 906 of S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any related rules and regulations promulgated by the SEC with respect to the Company SEC Reports and the statements contained in any such certifications were true and accurate as of the date such certifications were made and have not been modified or withdrawn.

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 December 31, 1996 and has heretofore made available to Parent, 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 December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual if amended or special) held since December 31, 1996 and (iii) all other forms and reports filed superseded by the Company with the SEC since 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 Reports"). The SEC Reports filed a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (such filing), each of the "Subsequent Meadow SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange ActAct (as the case may be) and, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates containedtime they were filed, and none of the Subsequent Meadow SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary misleading (or, in the case of a Meadow 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 file 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 formfinancial 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. 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Meadow SEC Documents (collectively, report 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 other document with information is furnished, supplied or otherwise made available to the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Meadow SEC Reports comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein GAAP (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to except as permitted by the absence of SEC on Form 10-Q 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)) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present, 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 Meadow 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 be disclosed in Meadow’s financial statements in accordance with GAAP. (c) Except as and to the extent set forth on the consolidated balance sheet As of the Company date of this Agreement, Meadow is in compliance in all material respects with the applicable current listing and its Subsidiaries governance rules and regulations of Nasdaq. (d) Meadow maintains a system of internal control over financial reporting (as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet defined in Rules 13a-15(f) and 15d-15(f) of the Company and its Subsidiaries as at June 30, 1998 (Exchange Act) that is designed to provide reasonable assurance regarding the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation reliability of any nature (whether accrued, absolute, contingent or otherwise), whether or not required to be reflected on a balance sheet financial reporting and the notes thereto prepared preparation of financial statements for external purposes in accordance with generally accepted accounting principles, except for liabilities GAAP and obligations to provide reasonable assurance (i) incurred that transactions are recorded as necessary to permit preparation of financial statements in the ordinary course of business consistent accordance with past practice since June 30GAAP, 1998 and not in contravention of this Agreement or (ii) that would notreceipts 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, individually use or disposition of Meadow’s assets that could have a material effect on Meadow’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 aggregatedesign 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 Material Adverse Effectsignificant role in Meadow’s internal control over financial reporting. Meadow has not identified, based on its most recent evaluation of internal control over financial reporting, any material 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, processed, summarized and reported within the required time periods, and that all such information is accumulated and communicated to Meadow’s management as appropriate to allow timely decisions regarding required disclosure and to make the Meadow Certifications.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1996 Securities and Exchange Commission (the "SEC") and has heretofore made available to Parent, in the form filed with the SEC, Parent (i) its Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1996 and 19971996, (ii) all other reports or registration statements filed by the Company with the SEC since January 1, 1996, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31January 1, 1996 and (iiiiv) all other forms amendments and supplements to all such reports and registration statements filed by the Company with the SEC since December 31, 1996 pursuant to the requirements of 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 Company SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (the "Subsequent SEC Reports"such filing) will comply, with the requirements of the Exchange Act, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the 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 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 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 changes in financial position of the Company and the Subsidiaries 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 therein (indicated, except as otherwise noted therein and subject, in that the case of unaudited statements, interim financial statements were or are subject to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), adjustments which were not or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether or are not required expected to be reflected on a balance sheet and the notes thereto prepared material in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effectamount.

SEC Filings; Financial Statements. (a) The Company Organovo has filed made available to Buyer 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 Organovo with the SEC since December 31April 1, 1996 2017 (the “Organovo SEC Documents”), other than such documents that can be obtained on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. Except as set forth on Part 3.4(a) of the Organovo Disclosure Schedule, all material statements, reports, schedules, forms and has heretofore made available other documents required to Parent, in have been filed by Organovo 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 December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual if amended or special) held since December 31, 1996 and (iii) all other forms and reports filed superseded by the Company with the SEC since 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 Reports"). The SEC Reports filed a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (such filing), each of the "Subsequent Organovo SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange ActAct (as the case may be) and, to Organovo’s Knowledge, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates containedtime they were filed, and none of the Subsequent Organovo SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in such Company SEC Document has been amended or superseded by a later Company SEC Document filed prior to the date hereof. No Subsidiary The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Organovo 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 Article 3, 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 consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Organovo SEC Reports comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein GAAP (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to as permitted by Form 10-Q of the absence of SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments). adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (ciii) Except fairly present in all material respects the consolidated financial position of Organovo as of the respective dates thereof and the results of operations and cash flows of Organovo for the periods covered thereby. Other than as expressly disclosed in the Organovo SEC Documents filed prior to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31date hereof, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary there 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect.been no material change in

SEC Filings; Financial Statements. (a) The Company Greenway has filed all forms, reports delivered or will deliver prior to closing and documents required as a condition to be filed by it with the SEC since December 31, 1996 and has heretofore made available closing to Parenteach Owner, in the form filed with the SEC, (i) its Annual Reports Report on Form 10-K for the newly adopted fiscal years year ended December 31June 30, 1996 and 1997▇▇▇▇, (ii▇▇▇ "▇▇▇▇▇▇▇▇ SEC Report") with information and account brought current to such date for all proxy statements relating to historical periods since the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since December 31, 1996 (the forms, reports and other documents referred to last filing in clauses (i), (ii) and (iii) above being referred to herein, collectively, as the "SEC Reports")1991. The Greenway SEC Reports Report did not at the time it was filed (or if amended or superseded by a filing prior to the date of this Agreement compliedhereof, and the SEC Reports filed with the SEC then on or after the date of this Agreement (the "Subsequent SEC Reports"such filing) will comply, with the requirements of the Exchange Act, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary All parties herewith agree Greenway and its present officers and directors will use their best efforts to insure that Greenway is required to file any form, report or other document with the SEC. reinstated as a Reporting Company under ss.15 (bD) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in Securities and Exchange Act of 1934 by the SEC Reports comply as to form in filing of required delinquent reports. It is the understanding of all parties that Greenway will file an "omnibus" 10-KSB report on the within transactions and all material respects historical events since the last filing, along 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 and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, current audited Greenway financials to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and the most current audited financials supplied by Travel Dynamics. Both parties understand and agree that the absence of formal objection or comment by the Securities and Exchange Commission (SEC) will be deemed to constitutes acceptance of such filing. In the event of any objection or adverse comment of the SEC, Greenway will employ all reasonable efforts to comply with such additional requests to include, as necessary, filing historical reports (10-QSB and 10-KSB), or filing a new Form 10 to become a full Reporting Company. Other than such efforts, Greenway cannot in contravention and does not make any warranty of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effectits future reporting status.

SEC Filings; Financial Statements. (a) The Since September 7, 2013, the Company has timely filed with or furnished to the SEC all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules and documents required to be filed by it with under the Securities Act or the Exchange Act, as the case may be, from and after September 7, 2013 (collectively, the “Company SEC since December 31Filings”). As of its respective date or, 1996 and has heretofore made available to Parentif amended, in as of the form filed with date of the SEClast such amendment, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) each Company SEC Filing complied in all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company material respects with the SEC since 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 Reports"). 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 (the "Subsequent SEC Reports") will comply, with the applicable requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as applicablethe case may be, and the rules and regulations thereunder. None of the SEC Reports thereunder, applicable to such Company SEC Filing and (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, Filings contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Filings and, to the knowledge of the Company, none of the Company SEC Filings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Company Subsidiary is required to file any form, report or other document periodic reports with the SEC pursuant to the Exchange Act. The Company has made available to Parent complete and accurate copies of all reports, documents, claims, notices, filings, minutes, transcripts, recordings and other material correspondence between the Company and any of the Company Subsidiaries, on the one hand, and the SEC, on the other hand, since January 1, 2011. The Company has delivered to Parent a copy of its financial statements for the period ended November 30, 2013, and, to the knowledge of the Company, no adjustments to such financial statements are necessary so that such statements would fairly represent, in all material respects, the financial position of the Company and the Company Subsidiaries, and the results of their operations and cash flows, as of the dates and for the periods shown. (b) Each As of their respective dates of filing with the SEC, the consolidated financial statements (includingstatements, in each caseas amended, any notes thereto) contained supplemented or restated, if applicable, of the Company and the Company Subsidiaries included in the Company SEC Reports comply Filings (i) complied as to form in all material respects with all applicable accounting requirements and with 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 and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein thereto (except as otherwise noted therein and subjectexcept, in the case of unaudited statements, as permitted by Form 10-Q of the SEC and Regulation S-X), (ii) have been prepared in accordance with GAAP applied on a consistent basis for the periods presented (except (A) as may be indicated in the notes thereto, (B) as permitted by Regulation S-X, or (C) in the case of unaudited statements, as to normal year-end audit adjustments and the absence of footnotes footnote disclosure) and normal (iii) present fairly, in all material respects, the consolidated financial position of the Company and recurring year-end adjustments)the consolidated Company Subsidiaries, and the results of their operations and cash flows, as of the dates and for the periods shown. (c) Except The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a−15(d) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s rules and forms (and such disclosure controls and procedures are reasonably effective), and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the extent set forth date of this Agreement, to the Company’s outside auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses known to it in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud known to it, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) To the knowledge of the Company, as of the date hereof, no employee of the Company or the Company Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by the Company or the Company Subsidiaries. (e) Since September 7, 2013, each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, in each case, with respect to the Company SEC Filings, and the statements contained in such certifications were complete, correct and accurate on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Neither the Company nor any of the Company 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 or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company SEC Filings. (g) Neither the Company nor any of the Company Subsidiaries has any liabilities that would be required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP (or in the notes thereto), except for liabilities (i) reflected or reserved against on the consolidated balance sheet of the Company and its the Company Subsidiaries as at December 31of September 30, 1997, 2013 (the “Balance Sheet Date”) (including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of thereto) included in the Company and its Subsidiaries as at June 30SEC Filings, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (iii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice since June 30practice, 1998 and not in contravention of (iii) as contemplated by this Agreement or otherwise in connection with the Merger and the Transactions or (iiiv) that would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1996 1993 and has heretofore made available to Parent, in the form filed with the SEC, Parent (i) its Annual Quarterly Reports on Form 10-K Q for the fiscal years periods ended December 31June 30 and September 30, 1996 and 19971995, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and 1993, (iii) all other forms and reports or registration statements filed by the Company with the SEC (other than Reports on Form 10-Q, Reports on Forms 3, 4 or 5 and Schedule 13G filed on behalf of affiliates of the Company) since December 31, 1996 1993, and (the forms, iv) all amendments and supplements to all such reports and other documents referred to in clauses registration statements filed by the Company with the SEC (i), (ii) and (iii) 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 or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (the "Subsequent SEC Reports"such filing) will comply, with the requirements of the Exchange Act, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the 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 comply as to form and contained in all material respects with applicable accounting requirements and the published rules and regulations Section 3.09 of the SEC with respect thereto, Company Disclosure Schedule was prepared in accordance with generally accepted accounting principles United States Generally Accepted Accounting Principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto) and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein (indicated, except as otherwise noted therein and subject, in that the case of unaudited statements, interim financial statements were or are subject to the absence of footnotes and normal and recurring year-end adjustments). adjustments which were not or are not expected to be material in amount. (c) Except as The Company has heretofore furnished to Parent a complete and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation correct copy of any nature (whether accruedamendments or modifications, absolute, contingent or otherwise), whether or which have not yet been filed with the SEC but which are required to be reflected on a balance sheet and filed, to agreements, documents or other instruments which previously had been filed by the notes thereto prepared in accordance Company with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement SEC pursuant to the Securities Act or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect.Exchange Act. 11

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31January 1, 1996 1995, and has heretofore made available to ParentMerger Sub, in the form filed with the SEC, its (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 19971997 (including all amendments prior to the date hereof), (ii) all proxy statements relating to the Company's meetings of stockholders its shareholders (whether annual or special) held since December 31January 1, 1996 1995 and (iii) all other forms forms, reports, registrations, schedules, statements and reports other documents required to be filed by the Company since January 1, 1995 with the SEC since December 31pursuant to the Exchange Act or the Securities Act of 1933, 1996 as amended (the forms, reports and other "Securities Act") (as such documents referred to in clauses (i), (ii) and (iii) above being referred to hereinherein have been amended since the time of their filing, collectively, as the "SEC Reports"). The SEC Reports filed prior to As of their respective dates, or, if amended, as of the date of this Agreement compliedthe last such amendment, and the SEC Reports filed Reports, including without limitation, any financial statements or schedules included therein (i) complied in all material respects with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, with the applicable requirements of the Exchange Act and the Securities Act, as applicablethe case may be, and the applicable rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates containedpromulgated thereunder, and none of the Subsequent SEC Reports (including the financial statements to be included thereinii) will contain, did not contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary 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) of the Company contained in the SEC Reports (the "Financial Statements") have been prepared from, and are in accordance with the books and records of the Company, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presented the consolidated financial position, position of the Company and its consolidated subsidiaries and the consolidated results of operations operation, cash flows and changes in financial position of the Company and the Subsidiaries its consolidated subsidiaries as at the respective dates thereof of and for the respective periods indicated therein (indicated, except as otherwise noted therein and subject, that the unaudited interim financial statements contained in the case of unaudited statements, SEC Reports were or are subject to the absence of footnotes and normal and recurring year-end yearend adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as the case may be, all forms, reports and documents required to be filed or furnished by it with the SEC since December 31January 1, 1996 2004 (such forms, reports and has heretofore made available to Parentother documents, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 including exhibits and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed information incorporated by the Company with the SEC since December 31reference, 1996 (the including such forms, reports and other documents referred that the Company may file subsequent to in clauses (i), (ii) and (iii) above being referred to hereinthe date hereof, collectively, as the "“Company SEC Reports"”). The Company SEC Reports filed prior to the date of this Agreement complied, and the SEC Reports filed (i) were prepared in accordance in all material respects with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, with either the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as applicablethe case may be, and the rules and regulations thereunder. None promulgated thereunder and (ii) did not, at the time they were filed, or, if amended or supplemented, as of the SEC Reports (including the financial statements included therein) as date of such dates containedamendment or supplement, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, 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. No Subsidiary is required to file any form, report or other document with the SEC. The Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to Company SEC Reports which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act. The Company has timely responded to all comment letters of the staff of the SEC relating to the Company SEC Reports, and the SEC has not advised the Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company has made available to Parent true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2004, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s knowledge, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. The Company and each of its officers and directors are in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the related rules and regulations promulgated under or pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market (“Nasdaq”). Each required form, report and document containing financial statements that has been filed with or submitted to the SEC by the Company since January 1, 2004, was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and/or chief financial officer, as required, pursuant to the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing such certifications. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and (the published rules and regulations of “Company Financials”), including each Company SEC Report filed after the SEC with respect theretodate hereof until the Effective Time, 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 or, in the case of unaudited interim statements, the omission of footnotes and otherwise as permitted by Form 10-Q of the SEC) and each fairly presented presents, in all material respects, the consolidated financial position, results of operations and changes in financial position cash flows of the Company and the its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (therein, except as otherwise noted therein and subjecttherein. The Company does not intend to correct or restate, in nor is there any basis for any correction or restatement of, any aspect of the case Company Financials. The Company has not had any unresolved dispute with any of unaudited statements, to its auditors regarding accounting matters or policies during any of its past three full years or during the absence of footnotes and normal and recurring current fiscal year-end adjustmentsto-date. The books and records of the Company and each Subsidiary have been, and are being maintained in all material respects in accordance with applicable Legal Requirements and accounting requirements and the Company Financials are consistent with such books and records. 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 relating to any transaction 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 person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Exchange Act). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), Neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether or not ) that would be required to be reflected on reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared as of the date of this Agreement in accordance with GAAP and consistent with the audited consolidated balance sheet of the Company and the consolidated Subsidiaries as at December 31, 2006, including the notes thereto prepared in accordance with generally accepted accounting principles(the “Latest Balance Sheet”), except for (i) liabilities and obligations (i) that are incurred in the ordinary course of business consistent with past practice since June 30December 31, 1998 and not in contravention of this Agreement 2006, or (ii) as set forth in Section 3.7(c) of the Company Disclosure Schedule. (d) The Company has timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) with respect to any Company SEC Report. The Company and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal controls which are effective in providing assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP (including the Company Financials), including policies and procedures that (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 reasonable assurance that material information relating to the Company and its Subsidiaries is promptly made known to the officers responsible for establishing and maintaining the system of internal controls; (iii) provide assurance that transactions are recorded as necessary to permit preparation of Company Financials 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 Company Board; (iv) provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization; (v) provide reasonable assurance that the reporting of assets is compared with existing assets at regular intervals and appropriate action is taken with respect to any differences; (vi) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries; and (vii) provide reasonable assurance that any significant deficiencies or material weaknesses in the design or operation of internal controls which are reasonably likely to materially and adversely affect the ability to record, process, summarize and report financial information, and any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of Company Financials or the internal controls utilized by the Company and its Subsidiaries, are adequately and promptly disclosed to the Company’s independent auditors and the audit committee of the Company Board. Neither the Company nor any of its Subsidiaries (including any employee thereof) nor, to the knowledge of the Company, the Company’s independent auditors, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of Company Financials or the internal controls utilized by the Company and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. As used in this Section 3.7(d), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (e) Neither 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. 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 Company Board or any committee thereof or to any director or executive officer of the Company. (f) 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 S▇▇▇▇▇▇▇-▇▇▇▇▇ 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 S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) Except as set forth in the Company SEC Reports filed on or prior to the date of this Agreement, since the date of the Company’s last proxy statement filed with the SEC, no event has occurred as of the date hereof that would not, individually or in be required to be reported by the aggregate, have a Material Adverse EffectCompany pursuant to Item 404 of Regulation S-K promulgated by the SEC.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports reports, statements and other documents required to be filed by it with the SEC since December 31, 1996 Securities and Exchange Commission (the "SEC") and has heretofore made available to ParentAcquiror, in the form filed with the SEC, together with any amendments thereto, copies of its (i) its Annual Reports on Form 10-K for the fiscal years ended December 31and all Quarterly Reports on Form 10-Q filed since April 1, 1996 and 19971994, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December Apri▇ ▇, ▇▇▇▇, (▇▇▇) ▇▇▇ reports on Form 8-K since March 31, 1996 1997 and (iiiiv) all other forms and reports or registration statements filed by the Company with the SEC since December 31April 1, 1996 1994 (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"). The As of their respective filing dates the Company SEC Reports filed prior Reports, as amended pursuant to the date of this Agreement compliedamendments described in Schedule 3.6, and the SEC Reports filed with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports"i) will comply, complied as to form in all material respects with the requirements of the Exchange ActAct and the Securities Act of 1933, as applicable, amended (the "Securities Act") and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, did not contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of Except as set forth on Schedule 3.6, the financial statements, including all related notes and schedules, contained in the Company SEC Reports (or incorporated by reference therein) fairly present the consolidated financial statements (including, in each case, any notes thereto) contained in position of the SEC Reports comply as to form in all material respects with applicable accounting requirements Company and the published rules Company Subsidiaries as at the respective dates thereof and regulations the consolidated results of operations and cash flows of the SEC with respect thereto, was prepared Company and the Company Subsidiaries for the periods indicated in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein involved (except as otherwise may be noted therein therein) and subject, subject in the case of unaudited statements, interim financial statements to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Except as set forth in SECTION 4.6(a) of the Disclosure Schedules, the Company has filed with the SEC all forms, reports reports, registration statements, proxy statements and other documents and materials, together with any amendments required to be made with respect thereto, required to be filed by it with the SEC since December 31January 1, 1996 and has heretofore made available to Parent, in the form filed with the SEC, 2001 (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since 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 Reports"). The Except as set forth in SECTION 4.6(a) of the Disclosure Schedules with respect to clause (i) below, the SEC Reports filed prior to Reports, as of their respective dates (or as of the date of this Agreement compliedthe last amendment thereof, and the if any such SEC Reports filed with the SEC on or Report was amended after the date of this Agreement filing), (the "Subsequent SEC Reports"i) will comply, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, did not contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has made available to Parent copies of any comment letters received from the SEC and responses of the Company with respect thereto since January 1, 2001. No Company Subsidiary 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 audited and unaudited consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was thereto and were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto or in the case of unaudited financial statements as permitted by the Securities Act, the Exchange Act or Regulation S-X) and each fairly presented present the consolidated financial position, position of the Company and its Subsidiaries at the respective dates thereof and the consolidated results of operations and changes in financial position stockholders' equity and cash flows of the Company and the its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and normal and recurring year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act, the Exchange Act or Regulation S-X). Each of the Company and each of its Subsidiaries maintains internal control over financial reporting and disclosure controls and procedures required by Rule 13a-15 under the Exchange Act. (c) Except as set forth in the SEC Reports filed and publicly available prior to the extent set forth on date of this Agreement (the consolidated balance sheet of "Filed SEC Reports"), the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), have no liabilities or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise)) that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. Except as set forth in the Filed SEC Reports, whether or since March 31, 2004, the Company and its Subsidiaries have not required to be reflected on a balance sheet and the notes thereto prepared in accordance with generally accepted accounting principles, except for incurred any liabilities other than (i) liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) other liabilities or obligations that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed filed, furnished or otherwise transmitted all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the SEC since December 31, 1996 Securities and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since December 31, 1996 Exchange Commission (the “SEC”) since January 1, 2007 (all such forms, reports reports, statements, certificates and other documents referred to in clauses (i)filed or furnished since January 1, (ii) and (iii) above being referred to herein2007, collectively, as the "“SEC Reports"”). The Each of the SEC Reports filed Reports, as amended prior to the date of this Agreement compliedAgreement, and the SEC Reports filed complied in all material respects with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, with the applicable requirements of the Exchange ActSecurities Act of 1933, as applicableamended (the “Securities Act”), and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date filed with the SEC or the date of the latest amendment thereto filed with or furnished to the SEC, as the case may be. None of the SEC Reports (including contained, when filed or furnished or, if amended prior to the financial statements included therein) date of this Agreement, as of the date of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will containamendment, any untrue statement of a material fact or omitted or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company’s subsidiaries is required to file any form, report or other document periodic reports with the SECSEC pursuant to Section 13 or 15 of the Exchange Act. (b) Each of the The audited consolidated financial statements of the Company (including, in each case, including any related notes thereto) contained included in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2008 furnished to the SEC Reports comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing or, was if amended prior to the date of this Agreement, as of the date of such amendment; have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and each fairly presented present in all material respects the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as its subsidiaries at the respective dates thereof and the consolidated statements of operations and comprehensive income, cash flows and changes in shareholders’ equity for the respective periods indicated therein indicated. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the Company’s Reports on Form 6-K furnished to the SEC since December 31, 2008 complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of furnishing or, if amended prior to the date of this Agreement, as of the date of such amendment; have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein and subject, may be indicated in the case notes thereto); and fairly present in all material respects the consolidated financial position of unaudited statements, the Company and its subsidiaries as of the respective dates thereof and the consolidated statements of operations and comprehensive income and cash flows for the periods indicated (subject to the absence of footnotes and normal and recurring yearperiod-end adjustments). (c) Except as and to Since the extent set forth on the consolidated balance sheet enactment of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), the Company nor has been and is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the NYSE AMEX Equities Exchange (formerly the American Stock Exchange). To the knowledge of the Company, as of the date of this Agreement, none of the SEC Reports is the subject of ongoing SEC review, outstanding SEC investigation or outstanding SEC comment. The Dataroom contains correct and complete copies of all material correspondence between the SEC and the Company. (d) Except as would not have a Material Adverse Effect, the Company has (x) 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, including its subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (y) disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any Subsidiary has material respect the Company’s ability to record, process, summarize and report financial information and (B) any liability fraud or obligation allegation of any nature (whether accrued, absolute, contingent or otherwise)fraud within the knowledge of the Company, whether or not required to be material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (e) Except (i) as reflected on a or reserved against in the Company’s consolidated balance sheet and as of December 31, 2008 (or the notes thereto prepared thereto) included in accordance the Company’s Annual Report on Form 20-F furnished to the SEC prior to the date of this Agreement for the fiscal year ended December 31, 2008 or in the Company’s Report on Form 6-K furnished to the SEC on August 6, 2009 for the quarter and six months ended June 30, 2009, (ii) for liabilities or obligations incurred or payable in connection with generally accepted accounting principlesthe transactions contemplated by this Agreement, except (iii) for liabilities or obligations that have been discharged or paid in full prior to the date of this Agreement, and (iv) for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 2009, neither the Company nor any subsidiary of the Company has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise and not in contravention of this Agreement whether due or (ii) to become due, other than those that would not, individually or in the aggregate, have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company CancerVax has filed delivered to Parent 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 CancerVax with the SEC since December 31August 14, 1996 2003 (the “CancerVax SEC Documents”), other than such documents that can be obtained on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. Except as set forth on Part 3.4 of the CancerVax Disclosure Schedule, all statements, reports, schedules, forms and has heretofore made available other documents required to Parent, in have been filed by CancerVax or its officers with the form SEC have been so filed on a timely basis. None of CancerVax’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SECSEC (or, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual if amended or special) held since December 31, 1996 and (iii) all other forms and reports filed superseded by the Company with the SEC since 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 Reports"). The SEC Reports filed a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement such filing): (i) each of the "Subsequent CancerVax SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as applicable, the case may be); and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent CancerVax SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the CancerVax 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 3, 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 CancerVax maintains disclosure controls and procedures that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning CancerVax is made known on a timely basis to the individuals responsible for the preparation of CancerVax’s filings with the SEC and other public disclosure documents. CancerVax is in compliance with the applicable listing and other rules and regulations of the consolidated NASDAQ National Market and has not since August 14, 2003 received any 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 CancerVax SEC Reports comply Documents: (i) complied as to form 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 GAAP (except as may be indicated in the notes to 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 are not 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 CancerVax and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of CancerVax and its consolidated Subsidiaries for the periods covered thereby. (d) CancerVax’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 theretoto CancerVax and its Subsidiaries within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of CancerVax, was prepared 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 3.4(d) of the CancerVax Disclosure Schedule contains an accurate and complete description of all non-audit services performed by CancerVax’s auditors for CancerVax and its Subsidiaries since December 31, 2003 and the fees paid for such services. All such non-audit services were approved as required by Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Each of CancerVax and its Subsidiaries maintains a system of internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial Table of Contents statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. CancerVax maintains internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustments)purposes. (cf) Except as Part 3.4(f) of the CancerVax Disclosure Schedule lists, and CancerVax has delivered to Micromet accurate and complete copies of the extent set forth on the consolidated documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Company and its Subsidiaries as at December 31Exchange Act) effected by CancerVax since January 1, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect2004.

SEC Filings; Financial Statements. (a1) The Except as set forth in Section 3.8(a) of the Company Disclosure Letter, the Company has filed all forms, reports reports, statements and other documents required to be filed by it with the SEC since December 31United States Securities and Exchange Commission (the "SEC") under the Exchange Act and the Securities Act of 1933, 1996 and has heretofore made available to Parent, in the form filed as amended (together with the SECrules and regulations promulgated thereunder, the "SECURITIES ACT") since May 8, 1997 (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since 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 Reports"). The SEC Reports including any such documents filed prior subsequent to the date of this Agreement compliedAgreement, the "COMPANY SEC REPORTS"), and the SEC Reports filed with the SEC on or after the date of this Agreement (the "Subsequent Company SEC Reports", including any financial statements or schedules included or incorporated by reference, (i) will comply, comply in all material respects with the requirements of the Exchange ActAct or the Securities Act or both, as applicablethe case may be, and the rules and regulations thereunder. None of the applicable to those Company SEC Reports and (including ii) did not at the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, time they were filed 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 thereinmade in those Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any form, report or other document documents with the SECSEC or any national securities exchange or quotation service or comparable Governmental Entity. (b2) Each As of the date of the filing of the relevant Company SEC Report, each of the consolidated financial statements (including, in each case, any notes thereto) contained balance sheets included in the Company's Report on Form 10-K for the fiscal year ended December 31, 1998 or in the Company SEC Reports comply as filed or to form be filed subsequent to December 31, 1998 (including the related notes and schedules) fairly presented or will fairly present, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company as of the dates set forth in those consolidated balance sheets. Each of the consolidated statements of income and of cash flows included in the Company's Report on Form 10-K for the fiscal year ended December 31, 1998, or in the Company SEC Reports filed or to be filed subsequent to December 31, 1998 (including any related notes and schedules), fairly presented or will fairly present, in all material respects, the consolidated results of operations and cash flows, as the case may be, of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein set forth in those consolidated statements of income and of cash flows (except as otherwise noted therein and subject, in the case of unaudited quarterly statements, to the absence of footnotes notes and normal and recurring year-end adjustmentsaudit adjustments that will not be material in amount or effect), in each case in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied throughout the periods indicated. (c3) Except as and to the extent set forth on the consolidated balance sheet of the Company and its the consolidated Company Subsidiaries as at December 31of September 30, 19971999, including the notes thereto (the "1997 Balance Sheet")related notes, or the interim unaudited balance sheet as set forth in Section 3.8(c) of the Company and its Subsidiaries as at June Disclosure Letter or in the Company SEC Reports filed subsequent to September 30, 1998 (1999 and prior to the "Interim Balance Sheet")date hereof, as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liability liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise), whether or not ) that would be required to be reflected on a balance sheet and or in the related notes thereto prepared in accordance with generally accepted accounting principlesGAAP, except for liabilities and or obligations (i) incurred since September 30, 1999 in the ordinary course of business and consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effectpractices.

SEC Filings; Financial Statements. (a) The Company has filed delivered to Parent accurate and complete copies of all formsregistration statements, reports proxy statements, Certifications (as defined below) and documents required to be filed by it with the SEC since December 31other statements, 1996 and has heretofore made available to Parentreports, in the form filed with the SECschedules, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports other documents filed by the Company with the SEC since December 31, 1996 2001 (the forms“Company SEC Documents”) as well as all comment letters received by the Company from the SEC since December 31, 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 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 to herein, collectively, as the "SEC Reports"). The SEC Reports filed if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement such filing): (i) each of the "Subsequent Company SEC Reports") will comply, Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as applicable, the case may be); and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any Each form, report and document containing financial statements that has been filed with or other submitted to the SEC by the Company since December 31, 2004 was accompanied by the certification required to be filed or submitted by the Company’s chief executive officer and/or chief financial officer, as required by (A) Rule 13a-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) (collectively, the “Certifications”) and at the time of filing or submission of each of the Certifications, each such Certification was true and accurate and complied with the requirements of (A) Rule 13a-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). As used in this Section 2, the term “file” and variations thereof shall be broadly construed to include any manner in which a document with or information is furnished, supplied or otherwise made available to the SEC. (b) Each The Acquired Corporations maintain disclosure controls and procedures, as such terms are defined by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to provide reasonable assurance that all material information concerning the Acquired Corporations is made known on a timely basis to the individuals responsible for the preparation of the consolidated Company’s filings with the SEC and other public disclosure documents. The Company has delivered 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 National Market and has not since December 31, 2001 received any 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 comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited financial statements, to as permitted by Form 10-Q of the absence of SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) adjustments that would will not, individually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial 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 GAAP to be included in the consolidated financial statements of the Company. The financial statements required to be delivered to Parent pursuant to Section 4.1(i): (x) will be prepared in accordance with GAAP on a consistent basis throughout the periods covered (except that such financial statements may not contain footnotes and may be subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (y) will fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Company and its consolidated subsidiaries for the periods covered thereby. (d) To the Knowledge of the Company, the 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); and (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act. All non-audit services performed by the Company’s auditors for the Acquired Corporations since October 31, 2004 were pre-approved as required by Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Acquired Corporations maintain a system of internal control over financial reporting (as such term is defined in Rule 15d-15(f) of the Exchange Act) which, to the Knowledge of the Company, is sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has delivered to Parent accurate and complete copies of all policies, manuals and other documents promulgating, such internal accounting controls. (f) None of the Acquired Corporations has effected any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) since December 31, 2001. (g) The cash budget and cash forecast attached as Annex 2.4(g) to the Disclosure Letter (i) have been prepared by the Company in good faith, (ii) are based on assumptions that the Company considers to be reasonable, and (iii) fairly reflect the Company’s reasonably anticipated rate of cash usage for the periods covered therein. Part 2.4(g) of the Disclosure Letter sets forth all material assumptions made by the Company in the preparation of said cash budget and cash forecast. (h) The Unaudited Year-End Financial Statements are attached as Annex 2.4(h) to the Disclosure Letter. To the Knowledge of the Company, the Unaudited Year-End Financial Statements: (i) were prepared in accordance with GAAP applied on a Material Adverse Effectbasis consistent with the basis on which the financial statements referred to in the first sentence of Section 2.4(c) were prepared (except as permitted by Form 10-Q of the SEC, and except that the Unaudited Year-End Financial Statements do not contain footnotes and are subject to normal year-end adjustments that will not, individually or in the aggregate, be material in amount); and (ii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of October 31, 2005 and the consolidated results of operations of the Company and its consolidated subsidiaries for the year then ended.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1996 Securities and Exchange Commission (the “SEC”). The Company heretofore has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1996 and 19972004, (ii) its Quarterly Report on Form 10-Q for the quarterly period ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) all proxy statements relating to the Company's ’s meetings of stockholders (whether annual or special) held since December 31January 1, 1996 2005 and (iiiiv) all other forms forms, reports and reports other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since December 31January 1, 1996 2005 (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 Reports"”). The As of their respective filings dates, the Company SEC Reports filed prior to the date of this Agreement complied, and the SEC Reports filed (x) were prepared in accordance with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, with either the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicablethe case may be, and the rules and regulations promulgated thereunder. None , and (y) did not, at the time they were filed, or, if amended, as of the SEC Reports (including the financial statements included therein) as date of such dates containedamendment, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, 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. No Subsidiary of the 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 Company SEC Reports comply as to form in all material respects with applicable accounting requirements and (the published rules and regulations of the SEC with respect thereto, “Company Financial Statements”) was prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presented presents, in all material respects, the consolidated financial position, results of operations and changes in financial position cash flows of the Company and the its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustmentsadjustments which would not have had, and would not have, a Material Adverse Effect). The Company maintains systems of internal accounting controls that are, in all material respects, typical for companies of its size and in its industry and 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 its assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for its assets is compared with its existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as specifically disclosed in the notes to the Company Financial Statements, there are no material special or non-recurring items of income or expense during the periods covered by the Company Financial Statements and the balance sheets included in the Company Financial Statements do not reflect any writeup or revaluation increasing the book value of any assets. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its the consolidated Subsidiaries as at December of March 31, 19972005, including the notes thereto (the "1997 Balance Sheet"), “Reference Statement Date”) or the interim unaudited balance sheet in Section 3.8(c) of the Company and its Subsidiaries as at June 30Disclosure Schedule, 1998 (the "Interim Balance Sheet"), neither 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 which have not had and would not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) As of the date of this Agreement, the Company has heretofore furnished to the Investor complete and correct copies of (i) all agreements, documents and other instruments not yet filed by the Company with the SEC but that are currently in effect and that the Company expects to file with the SEC after the date of this Agreement and (ii) all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports reports, statements, schedules, and other documents with the SEC required to be filed by it with pursuant to the Securities Act and Exchange Act (collectively, the “SEC since December 31, 1996 and Filings”). The Company has heretofore made available to ParentParent true and complete copies of (1) its Annual Reports on Forms 10-K and 10K/A for the fiscal years ended April 30, in the form 2001, 2002 and 2003, as filed with the SEC, (iii) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) held of the Company since December 31May 1, 1996 2001, as filed with the SEC, and (iii) all other forms reports, statements and reports registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed by the Company with the SEC since December 31May 1, 1996 2001 (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 Filings (i) at the time filed prior to or if amended or superseded by a later filing, as of the date of this Agreement compliedthe last such amendment or filing, and the SEC Reports filed with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") will comply, complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as applicablethe case may be, and (ii) did not at the rules and regulations thereunder. None time they were declared effective or filed, as the case may be, or if amended or superseded by a later filing, as of the SEC Reports (including the financial statements included therein) as of such dates contained, and none date of the Subsequent SEC Reports (including the financial statements to be included therein) will containlast such amendment or such filing, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. No Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the The audited and unaudited consolidated financial statements (including, in each case, any notes thereto) of the Company and its Subsidiaries contained in the SEC Reports comply as to form in all material respects with applicable accounting requirements and (collectively, the published rules and regulations of the SEC with respect thereto, was “Company Financial Statements”) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto), and each the requirements of Regulation S-X promulgated under the Exchange Act, fairly presented present in all material respects the consolidated financial position, position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of operations operations, cash flows and changes in financial position of the Company and the its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein indicated, and subject, are consistent in all material respects with the case internal financial statements of unaudited statements, the Company to the absence of footnotes and extent required by GAAP, except that the unaudited interim financial statements are subject to normal and recurring year-end adjustmentsadjustments and any other adjustments described therein or permitted by the Exchange Act (including without limitation Regulation S-X thereunder). (c) Except as and to , none of which adjustments individually or in the extent set forth on the consolidated balance sheet aggregate are material. The internal financial statements of the Company and its Subsidiaries as at December 31have been, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 are being maintained in accordance with generally accepted accounting principles, except for liabilities GAAP to the extent applicable and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effectreflect only actual transactions.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31June 30, 1996 and has heretofore made available to Parent2000, in the form filed with the SEC, including (i) its all Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iiiiv) all Reports on Form 8-K, (v) all other forms reports or registration statements (collectively, the "Company SEC Reports"). The Company SEC Reports, as well as all forms, reports and reports documents to be filed by the Company with the SEC since December 31after the date hereof and prior to the Effective Time, 1996 (i) were, at the time filed, and, in the case of Company SEC Reports filed after the date hereof, will at the time they are filed be prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in each case the published rules and regulations of the SEC thereunder, each as applicable to such Company SEC Reports and (ii) did not as of the time they were filed, and in the case of such forms, reports and other documents referred to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as filed by the "SEC Reports"). The SEC Reports filed prior to the date of this Agreement complied, and the SEC Reports filed Company with the SEC on or after the date of this Agreement (the "Subsequent SEC Reports") Agreement, will comply, with the requirements not as of the Exchange Acttime they are filed, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were and will be made, not misleading. No Company Subsidiary is required subject to file any formthe periodic reporting requirements of the Exchange Act. To the knowledge of the Company, report there is no material unresolved violation of the Exchange Act or other document the published rules and regulations of the SEC asserted by the SEC with respect to the SECCompany SEC Reports. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports comply as to form was prepared in all material respects accordance with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with and 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 thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) and each presented at the time they were filed or, in the case of Company SEC Reports filed after the date hereof, will present fairly presented at the time they are filed, in all material respects, the consolidated financial position, results of operations and changes in financial position cash flows of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (therein, except as otherwise noted therein and (subject, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether or adjustments which are not required expected to be reflected on a balance sheet and the notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would notmaterial, individually or in the aggregate). The balance sheet of the Company contained in the Company SEC Reports as of June 30, 2001 is hereinafter referred to as the "Company Balance Sheet". (c) The Company has heretofore furnished to Buyer a complete and correct copy of any effective amendments or modifications (which have a Material Adverse Effectnot yet been filed with the SEC but which are required to be filed) to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1996 and has heretofore made available to ParentParent accurate and complete 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 December 31and other statements, 1996 and 1997reports, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31schedules, 1996 and (iii) all other forms and reports other documents filed or furnished by the Company with the SEC since December 31January 1, 1996 2005 (the forms“Company SEC Documents”). All statements, reports reports, schedules, forms and other documents referred required to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as have been filed or furnished by the "SEC Reports"). The SEC Reports filed prior to the date of this Agreement complied, and Company with the SEC Reports have been so filed or furnished 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 (or, if amended or superseded by a filing prior to the Agreement Date, then on or after the date of this Agreement such filing): (the "Subsequent SEC Reports"i) will comply, with the requirements each of the Exchange Act, as applicable, and the rules and regulations thereunder. None of the Company SEC Reports Documents (including the all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as of such dates containedthe case may be), including the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, to the extent then in effect and applicable; and (ii) none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, Documents contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is The certifications and statements required by Rule 13a-14 of the Exchange Act, and Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act relating to file any formthe Company SEC Documents required of the principal executive officer of the Company and principal financial officer of the Company are accurate and complete, report and complied as to form and content with all applicable Legal Requirements as of the date of such filing (or, if amended or other document with superseded by a filing prior to the SECAgreement Date, then on the date of such filing). (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company SEC Reports comply Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered (except as otherwise noted therein and subjectmay be indicated in the notes to such financial statements or, in the case of unaudited statements, to as permitted by Form 10-Q or Form 8-K of the absence of SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsadjustments that will not, individually or in the aggregate, be material in amount). ; and (ciii) Except fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and to the extent set forth on consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, “Company Balance Sheet” means that consolidated balance sheet of the Company and its Subsidiaries consolidated subsidiaries as at of December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether or not required 2006 made available to be reflected on a balance sheet Parent and the notes thereto prepared in accordance with generally accepted accounting principles“Company Balance Sheet Date” means December 31, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect2006.

SEC Filings; Financial Statements. (a) The Company Interstate has filed all forms, reports reports, schedules, statements and other documents (including all exhibits, annexes, supplements and amendments to such documents) required to be filed by it with under the SEC Exchange Act and the Securities Act since December 31June 18, 1996 and has heretofore made available to Parent1999, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since 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 Reports"). The SEC Reports filed prior to through the date of this Agreement complied(collectively, as amended and supplemented to date, the "INTERSTATE SEC REPORTS") and Interstate has made available to MeriStar each Interstate SEC Report filed with the United States Securities and Exchange Commission (the "SEC"). The Interstate SEC Reports, including any financial statements or schedules included or incorporated therein by reference, at the time they were filed or, if amended, as so amended prior to the date hereof, and the SEC Reports all forms, reports, schedules, statements and other documents filed with the SEC on or after the date of this Agreement and prior to the Effective Time, at the time they will be filed, (the "Subsequent SEC Reports"i) will comply, complied in all material respects with the requirements of the Exchange ActAct or the Securities Act or both, as applicablethe case may be, and the rules and regulations thereunder. None of the applicable to those Interstate SEC Reports and (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, did not 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 thereinmade in those Interstate SEC Reports, in the light of the circumstances under which they were made, not misleading. No Interstate Subsidiary is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any form, report or other document documents with the SECSEC or any national securities exchange or quotation service or comparable Governmental Entity. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Interstate SEC Reports and in any form, report or document filed after the date of this Agreement and prior to the Effective Time (including in each case, the related notes and schedules) fairly presented in all material respects, the consolidated financial position of Interstate as of the dates set forth in those consolidated balance sheets in accordance with United States generally accepted accounting principles ("GAAP"). Each of the consolidated statements of income and of cash flows included in or incorporated by reference into the Interstate SEC Reports and in any form, report or document filed after the date of this Agreement and prior to the Effective Time (including, including in each case, any related notes theretoand schedules) contained fairly presented in all material respects, the consolidated results of operations and cash flows, as the case may be, of Interstate and the consolidated Interstate Subsidiaries for the periods set forth in those consolidated statements of income and of cash flows (subject, in the SEC Reports comply case of unaudited quarterly statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in conformity with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied throughout the periods indicated. All of such balance sheets and statements complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (except as otherwise noted therein and subject, in the case of unaudited statements, to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of Interstate and the Company and its consolidated Interstate Subsidiaries as at of December 31, 1997, 2001 including the notes thereto (the "1997 Balance Sheet")related notes, or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company neither Interstate nor any Interstate Subsidiary has any liability liabilities or obligation obligations of any nature (whether accrued, absolute, contingent or otherwise), whether or not ) that would be required to be reflected on a balance sheet and or in the related notes thereto prepared in accordance with generally accepted accounting principlesGAAP, except for liabilities and or obligations (i) incurred in the ordinary course of business consistent with past practice since June 30December 31, 1998 and not in contravention of this Agreement or (ii) that would not2001 that, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse EffectEffect on Interstate. (d) Except as disclosed in Section 3.8(d) of the Interstate Disclosure Letter, or in the "Liquidity and Capital Resources" section of the "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Interstate's most recently filed Annual Report on Form 10-K or Quarterly Report on Form 10-Q, neither Interstate nor any Interstate Subsidiary has off-balance sheet arrangements with any entity to (i) provide financing, liquidity, or market or credit risk support for Interstate or any Interstate Subsidiary; (ii) engage in leasing, hedging, or research and development services with Interstate or any Interstate Subsidiary; or (iii) expose Interstate or any Interstate Subsidiary to any material liability that is not reflected on the face of the associated financial statements.

SEC Filings; Financial Statements. (a) The Except as set forth in Section 2.7 of the Company Disclosure Schedule, the Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1996 and has heretofore made available to Parent, in the form filed with the SEC, Parent (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 1998 and June 30, 1998, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31January 1, 1996 and 1998, (iiiiv) all other forms and reports or registration statements filed by the Company with the SEC since December 31January 1, 1996 1998, 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, 1998 (i), (ii) 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 in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, as in effect on the date such Company SEC Reports were filed, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and the SEC Reports filed with the SEC then on or after the date of this Agreement (the "Subsequent SEC Reports"such filing) will comply, with the requirements of the Exchange Act, as applicable, and the rules and regulations thereunder. None of the SEC Reports (including the financial statements included therein) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary Except as set forth in Section 2.7 of the Company Disclosure Schedule, none of the 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 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 involved (except as may be indicated in the 8 14 notes thereto), and each fairly presented presents in all material respects the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein (indicated, except as otherwise noted therein and subject, in that the case of unaudited statements, interim financial statements were or are subject to the absence of footnotes and normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), adjustments which were not or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether or are not required expected to be reflected on a balance sheet and the notes thereto prepared material in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effect.amount. SECTION

SEC Filings; Financial Statements. (a) The Since January 1, 2012, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules, statements and documents required to be filed or furnished by it with under the SEC since December 31, 1996 and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual Securities Act or special) held since December 31, 1996 and (iii) all other forms and reports filed by the Company with the SEC since 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 Reports"). 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 (the "Subsequent SEC Reports") will comply, with the requirements of the Exchange Act, as applicablethe case may be, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the rules and regulations thereunderCompany or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). None As of their respective filing dates the Company SEC Reports Documents (including i) did not (or with respect to Company SEC Documents filed after the financial statements included thereindate hereof, will not) as of such dates contained, and none of the Subsequent SEC Reports (including the financial statements to be included therein) will contain, 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. No Subsidiary is required to file any form, report or other document with the SEC. misleading and (bii) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports comply as to form complied in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the published applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with respect theretothe SEC. To the knowledge of the Company, was none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the Company and the consolidated Company Subsidiaries in all material respects, (B) have been or will be, as the case may be, prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein involved (except as otherwise noted therein and subjectmay be indicated in the notes thereto or, in the case of unaudited interim financial statements, to the absence of footnotes and for normal and recurring year-end adjustments). adjustments that are not material in amount or nature 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 (cC) Except as and to the extent set forth on fairly present in all material respects the consolidated balance sheet financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its the consolidated Company Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company dates and its Subsidiaries as at June 30, 1998 (for the "Interim Balance Sheet"), the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), whether or not required periods referred to be reflected on a balance sheet and the notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) that would not, individually or in the aggregate, have a Material Adverse Effecttherein.

SEC Filings; Financial Statements. (a) The Company has filed Made Available to Parent accurate and complete copies of all formsregistration statements, reports proxy statements, Certifications and documents required to be filed by it with the SEC since December 31other statements, 1996 and has heretofore made available to Parentreports, in the form filed with the SECschedules, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 and 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1996 and (iii) all other forms and reports other documents filed by the Company with the SEC since December 31between January 1, 1996 2017 and the date hereof, and all amendments thereto (the forms“Company SEC Reports”). Except as set forth in Section 2.5(a) of the Disclosure Schedule, reports all statements, reports, schedules, forms and other documents referred required to in clauses (i), (ii) and (iii) above being referred to herein, collectively, as have been filed by the "Company with the SEC Reports"). The SEC Reports filed prior to the date of this Agreement compliedhave been so filed on a timely basis. Other than the Company, and none of the SEC Reports Acquired Companies is required to file any documents with the SEC. Except as set forth in Section 2.5(a) of the Disclosure Schedule, as of the time it was filed with the SEC on (or, if amended or after superseded by a filing prior to the date of this Agreement Agreement, then on the date of such filing): (i) each of the "Subsequent Company SEC Reports") will comply, Reports complied in all material respects with the applicable requirements of the Exchange Securities Act, as applicable, the Exchange Act and the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be); and regulations thereunder. None of the SEC Reports (including the financial statements included thereinii) as of such dates contained, and none of the Subsequent Company SEC Reports (including the financial statements to be included therein) will contain, contained any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of 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”). 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” used with respect to the Company SEC Reports shall mean file with or, to the extent permissible, furnish to 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 of the Company SEC Reports. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is required to file the subject of any form, report or other document with ongoing review by the SEC. (b) Each Except as set forth in Section 2.5(b) of the Disclosure Schedule, the consolidated financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company SEC Reports comply Reports: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, was ; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated and each fairly presented the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries as at the respective dates thereof and for the respective periods indicated therein covered (except as otherwise may be noted therein and subject, in except that the case of unaudited statements, to the absence of financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as at December 31, 1997, including the notes thereto (the "1997 Balance Sheet"), or the interim unaudited balance sheet of the Company and its Subsidiaries as at June 30, 1998 (the "Interim Balance Sheet"), 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 accordance with generally accepted accounting principles, except for liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since June 30, 1998 and not in contravention of this Agreement or (ii) adjustments that would will not, individually or in the aggregate, be material in amount); and (iii) fairly present in all material respects the consolidated financial 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 Companies (excluding GAC) are required by GAAP to be included in the consolidated financial statements of the Company. (c) Except as set forth in Section 2.5(c) of the Disclosure Schedule, the Company 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 that (i) the Acquired Companies maintain records that in reasonable detail accurately and fairly reflect the Acquired Companies’ transactions and dispositions of assets; (ii) transactions are executed in accordance with authorizations of management and the Company’s board of directors; (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP (or IFRS, to the extent applicable to certain Acquired Companies (other than the Company)), and to maintain asset accountability; (iv) reasonable efforts are taken to prevent or timely detect the unauthorized acquisition, use or disposition of the Acquired Companies’ assets that could have a Material Adverse Effectmaterial effect on the Company’s consolidated financial statements; and (v) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has evaluated the effectiveness of the Acquired Companies’ internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Company SEC Report 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. Except as set forth in Section 2.5(c) of the Disclosure Schedule, 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 deficiency or material weakness in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information that has not been subsequently remediated 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. Except as set forth in Section 2.5(c) of the Disclosure Schedule, the Company is in compliance with the applicable listing and other rules and regulations of the NASDAQ and, except as set forth on Section 2.5(c) of the Disclosure Schedule, since January 1, 2017, has not received any notice from the NASDAQ asserting any non-compliance with such rules and regulations. (d) Except as set forth in Section 2.5(d) of the Disclosure Schedule, (i) the Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to it, and (ii) 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. (e) Except as set forth in Section 2.5(e) of the Disclosure Schedule, since January 1, 2017, there 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’s financial statements (including, any related notes thereto) contained in the Company SEC Reports, except as described in the Company SEC Reports or except as may have been required by any Law or regulatory authority. The reserves reflected in such financial statements have been determined and established in accordance with GAAP and have been calculated in a consistent manner, except as may be noted therein.