Common use of SEC Documents Clause in Contracts

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has delivered or made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Gart has made available to the Investors true and complete copies of timely filed with the SEC Documents. The Company has not provided each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 (collectively, the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"Gart Reports"). As of their respective dates, the SEC Documents complied Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of the Company income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the SEC Documents complied Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in all the case of unaudited statements, normal year-end audit adjustments that would not be material respects with applicable accounting requirements and the published rules and regulations of the SEC in amount or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared effect), in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP"), except (i) as may be otherwise indicated in such financial statements noted therein. There are no liabilities of Gart or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) whatsoever that would have been be required by GAAP to be reflected in, reserved against or otherwise described in the financial statements or in on a consolidated balance sheet of Gart (including the notes thereto in accordance with GAAPthereto), which was not fully reflected inother than: (x) liabilities incurred since January 29, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the Companyconsummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's past practices since most recent balance sheet delivered to the last Company prior to the date of such financial statementshereof.

SEC Documents. The Company (a) AIP has made available or will make available to RELP prior to July 31, 1997, the Investors true registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and complete copies all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC Documents(collectively, the "AIP Reports"). The Company has not provided AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Investors any information thatSecurities Laws. 13 (b) To AIP's actual knowledge, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As as of their respective dates, the SEC Documents AIP Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange ActSecurities Laws, and rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements To AIP's actual acknowledge, each of the Company consolidated balance sheets of AIP included in or incorporated by reference into the SEC Documents complied in all material respects with applicable accounting requirements AIP Reports (including the related notes and schedules) fairly presents the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of AIP and the Company AIP Subsidiaries as of its date and each of the dates thereof consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations operations, retained earnings or cash flows, as the case may be, of AIP and cash flows the AIP Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto each case in accordance with GAAPgenerally accepted accounting principles consistently applied during the periods involved, which was not fully reflected inexcept as may be noted therein and except, reserved against or otherwise described in the financial statements or case of the notes thereto included in unaudited statements, as permitted by the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsSecurities Laws.

SEC Documents. The Company has made available timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investors true Securities Act or the Exchange Act and complete copies the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, none of the SEC promulgated thereunder and Documents, at the SEC Documents did not contain time they were filed or furnished, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements information contained in the SEC Documents, considered as a whole and as amended as of the Company included date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents complied or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in all material respects compliance with the applicable accounting requirements listing and the published corporate governance rules and regulations of the NASDAQ. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its ADSs from the NASDAQ. The Company has not received any notification that the SEC or other applicable rules and regulations with respect thereto at the time of NASDAQ is contemplating suspending or terminating such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved listing (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) applicable registration under the Exchange Act related thereto). The Company is in compliance with the case Xxxxxxxx-Xxxxx Act of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present 2002 in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsrespects.

SEC Documents. The Company has delivered or made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the SEC Documents, financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors Purchaser true and complete copies of the SEC Documents. The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 and each report, proxy statement or registration statement filed by the Company has not provided with the Securities and Exchange Commission (the "SEC") pursuant to the Investors any information thatSecurities Exchange Act of 1934, according to applicable law, rule as amended (the "EXCHANGE ACT") or regulation, should have been disclosed publicly prior to the Securities Act since the filing of such Annual Report through the date hereof by (collectively such documents are referred to as the Company, but which has not been so disclosed"SEC DOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors --------------- Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has delivered or made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As Subject to items raised in the SEC staff comment letters, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Subject to items raised in the SEC staff comment letters, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business (which may include material transactions) consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors Lenders true and complete copies of the SEC Documents. The Except for the information contained in the draft Annual Report on Form 10-K for the fiscal year ended December 31, 1999, the Company has not provided to the Investors Lenders any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Investors true Seller, including all exhibits thereto or incorporated therein by reference, and complete copies of all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Company Seller has not provided filed all reports or other documents required to be filed under the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof Exchange Act. All SEC Documents filed by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder Act and the SEC Documents Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's XXXXX filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's XXXXX filing system. All of the Company included in information about the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Seller or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have its Subsidiaries which has been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, disclosed to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements Purchasers herein or in the notes thereto in accordance course of discussions and negotiations with GAAP, respect hereto which was not fully reflected in, reserved against or otherwise described is material to the Seller has been disclosed in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsRecent Reports.

SEC Documents. The Company Pantheon has made available filed all reports, schedules, forms, statements and other documents required to be filed by Pantheon with the Investors true SEC since December 14, 2006, pursuant to Sections 13(a), 14(a) and complete copies 15(d) of the Exchange Act (the “Pantheon SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their its respective datesfiling date, the each Pantheon SEC Documents Document complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Pantheon SEC Document, and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Pantheon SEC Document has been revised or superseded by a later filed Pantheon SEC Document, none of the Pantheon SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Pantheon included in the Pantheon SEC Documents complied (the “Pantheon Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles U.S. GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Pantheon as of the dates thereof and the consolidated results of their operations and cash flows as at the respective dates of and for the periods then ended referred to in such financial statements (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustmentsadjustments and the omission of notes to the extent permitted by Regulation S-X of the SEC). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, 1934 Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Except as set forth in the financial statements of the Company nor any of its subsidiaries included in the SEC Documents, the Company has any material indebtedness, obligations or liabilities of any kind (whether accrued, absoluteno liabilities, contingent or otherwise, and whether due or to become dueother than (i) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not liabilities incurred in the ordinary course of business consistent with subsequent to January 31, 2022, and (ii) obligations under contracts and commitments incurred in the Company's past practices since the last date ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents. The Except as set forth in Schedule 2.1(j), the Company has made available filed all reports required to be filed by it under the Investors true and complete copies Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement furnished by or on behalf of the Company, the "Disclosure Materials") on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material agreements to which the Company is a party or by which the property or assets of the Company is subject have been filed as exhibits to the SEC Documents as required; the Company is not in breach of any such agreement where such breach may have or result in a Material Adverse Effect. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto as in effect at the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles as in effect at the time of filing applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since Registration Statement on Form SB-2 (SEC File No. 333- 45875) (the last date of such financial statements."Registration Statement"), there has been no event, occurrence or development that has

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC DocumentsFinancial Statements; No Adverse Change. The Company has not provided filed all reports required to be filed by it under the Investors Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely basis or has received a valid extension of such time of filing and has filed any information that, according to applicable law, rule or regulation, should have been disclosed publicly such SEC Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations operations, retained earnings and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents Company's Quarterly Report on Form 10-Q for the period ended September 30, 1999, as amended to the date hereof, (a) there has been no event, occurrence or was not incurred development that has had or that could have or result in a Material Adverse Effect, (b) there has been no material change in the Company's accounting principles, practices or methods and (c) the Company has conducted its business only in the ordinary course of business consistent such business. The Company last filed audited financial statements with the Company's past practices since Commission on April 15, 1999, and has not received any comments from the last date of such financial statementsCommission in respect thereof.

SEC Documents. The Since January 1, 2016, the Company has made available to timely filed all SEC Documents with the Investors true Commission under the Securities Exchange Act of 1934, as amended (together with the rules and complete copies of regulations thereunder, the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed“Exchange Act”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). Neither the The Company nor is not currently contemplating to amend or restate any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements (including without limitation, any notes or in any letter of the notes thereto in accordance independent accountants of the Company with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or was circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the Commission. The Company has not incurred in been informed by its independent accountants that they recommend that the ordinary course Company amend or restate any of business consistent with the Company's past practices since Financial Statements or that there is any need for the last date Company to amend or restate any of such financial statementsthe Financial Statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder thereunder, and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was were not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was were not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements. No other information provided by or on behalf of the Company to the Investors that is not included in the SEC Documents, including, without limitation, information referred to in Section 3.5 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading.

SEC Documents. The Company has made available filed all reports or other filings required to be filed by it under Securities Act and the Investors true and complete copies Securities Exchange Act of 1934, as amended (the SEC Documents. The Company has not provided “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to three years preceding the date hereof by (the Companyforegoing materials being collectively referred to herein as the “SEC Documents”), but which has not been so disclosedon a timely basis. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules Securities and regulations Exchange Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Company’s last filed Annual Report on Form 10-K, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsDocuments.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied complied, and all similar documents filed with the SEC prior to each Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents did not contain contained, nor will any similar document filed with the SEC prior to each Closing Date contain, any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to each Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or and other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statementsstatements as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The (a) Except as set forth in the Company Disclosure Letter, since September 1, 1996, the Company has made available to the Investors true and complete copies of filed all documents with the SEC Documents. The Company has not provided required to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof be filed by the Company, but which has not been so disclosedCompany under the Securities Act or the Exchange Act (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the Company SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Investor, Sub or their respective Subsidiaries for inclusion in the Company SEC Documents. The Company has delivered to Investor each registration statement, report, proxy statement or information statement prepared by it and filed with the SEC, in the form, including any exhibits or amendments thereto, filed with the SEC (collectively, the "Company Reports"). The Company has delivered to Investor the preliminary proxy materials relating to the Merger, as filed with the SEC prior to the date hereof, and the comment letters of the SEC received by the Company with respect thereto. The financial statements of the Company included in the Company SEC Documents complied and the Company Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with 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 during the periods involved (except (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company as of at the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments and to any other adjustments set forth therein). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Gold Banc has made available to the Investors Company a true and complete copies copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC since January 1, 1996 (the "Gold Banc SEC Documents. The Company has not provided ") which are all the documents (other than preliminary material) that Gold Banc was required to file with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedSEC since such date. As of their respective dates, each of the Gold Banc SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statements or omissions therein which were corrected or otherwise disclosed or updated in a subsequent Gold Banc SEC Document). The financial statements of the Company Gold Banc included in the Gold Banc SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X of the extent they exclude footnotes or may be condensed or summary statementsSEC) and fairly present in all material respects the financial position accordance with applicable requirements of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited interim statements, to normal year-end audit normal, recurring adjustments). Neither , none of which were material) the Company nor any consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has any no material indebtednessliability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, obligations accrued or liabilities of any kind (whether accruedcontingent, absolutedue or not yet due, contingent liquidated or unliquidated, or otherwise, except and whether due to the extent disclosed or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Gold Banc SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsDocuments.

SEC Documents. The Company has delivered or made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) as set forth in the case of unaudited interim statements, Section 4.5 to the extent they exclude footnotes or may be condensed or summary statementsSchedule of Exceptions) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments)ended. Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last late date of such the financial statements.

SEC Documents. The Company has timely filed all SEC Documents and has delivered or made available to the Investors Investor true and complete copies of the SEC DocumentsDocuments (including, without limitation, audited financial statements, proxy information and solicitation materials). The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied as to form and substance in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC promulgated thereunder and the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). The financial statements of the Company included in the SEC Documents complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may include summary notes and may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available has, during the preceding 12 months, filed with the SEC all reports and other materials required to the Investors true and complete copies be filed by Regulation A of the SEC Documents. The Company has not provided to Securities Act (“Reg A”), as applicable (all of the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of Reg A and the Exchange Act, and rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). Neither For so long as the Purchaser shall hold any of the Purchased Shares, the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been shall timely file all reports required to be reflected infiled with the SEC pursuant to Reg A or the Exchange Act, reserved against as applicable, and the Company shall not, once it has securities registered under Section 12(b) or (g) of the Exchange Act, terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of permit such financial statementstermination.

SEC Documents. The Company has made available has, during the preceding 12 months, filed with the SEC all reports and other materials required to the Investors true and complete copies be filed by Section 13 or 15(d) of the SEC Documents. The Company has not provided to Exchange Act, as applicable (all of the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtednessadjustments which will not be material, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements either individually or in the notes thereto in accordance with GAAP, aggregate). No other information provided by or on behalf of the Company to the Investor which was is not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents contains any untrue statement of a material fact or was omits to state any material fact necessary in order to make the statements therein not incurred misleading, in the ordinary course light of business consistent the circumstance under which they are or were made. There is no event, pending event or threatened event that could result in the Company not filing with the Company's past practices since SEC all reports and other materials required to be filed by Section 13 or 15(d) of the last date Exchange Act, as applicable, in compliance in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such financial statementsfilings.

SEC Documents. The Common Stock of VSCO is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has made available timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the Investors true reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “SEC Documents”). True and complete copies of all of the SEC Documents. The Company has not provided Commission Documents are available to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to Purchasers through the date hereof by the Company, but which has not been so disclosedCommission’s XXXXX database on xxx.xxx.xxx. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and/or the Exchange Act, as the case may require, and the rules and regulations promulgated thereunder and none of the SEC promulgated thereunder and the SEC Documents did not contain any contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company VSCO included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company VSCO as of the dates thereof and the results its consolidated statements of operations operations, Shareholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on VSCO, its business, financial condition or results of operations). Neither Except as and to the Company nor any extent set forth on the consolidated balance sheet of its subsidiaries VSCO as of December 31, 2006, including the notes thereto, or otherwise included in the schedules hereto, VSCO has any material indebtedness, obligations no liability or liabilities obligation of any kind nature (whether accrued, absolute, contingent or otherwise, otherwise and whether due or to become due) that would have been required to be reflected in, reserved against on a balance sheet or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsnot).

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any ------------- information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements. The Company's auditors are "independent" within the meaning and requirements of the Exchange Act.

SEC Documents. The Company (a) Parent has made available to the Investors true and complete copies of filed with the SEC Documents. The Company has not provided all reports and other filings required to be filed by Parent in accordance with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to Securities Act and the date hereof by Exchange Act and the Company, but which has not been so disclosedrules and regulations promulgated thereunder (the “Parent SEC Reports”). As of their respective dates, the Parent SEC Documents Reports complied in all material respects with the applicable requirements of the Exchange Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Parent SEC Reports and, except to the extent that information contained in any Parent SEC Report has been revised or superseded by a later Parent SEC Report filed and publicly available prior to the date of this Agreement, none of the Parent SEC promulgated thereunder and the SEC Documents did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial balance sheets, and statements of the Company included income, changes in financial position and stockholders’ equity contained in the Parent SEC Documents complied Reports (the “Parent Financial Statements”) (i) were prepared from and are in all material respects accordance with applicable the accounting requirements books and the published rules and regulations other financial records of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been Parent, (ii) were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and (iii) presented fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries Except as set forth in Parent SEC Reports, Parent has any material indebtedness, no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due ) other than liabilities or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not obligations incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementspractice.

SEC Documents. uKarma hereby makes reference to all documents it has filed with the United States Securities and Exchange Commission (the “SEC”), some of which are posted on the SEC’s website, xxx.xxx.xxx (collectively, the “SEC Documents”). The Company has made available SEC Documents constitute all of the documents and reports that uKarma was required to file with the SEC pursuant to the Investors true Securities Act and complete copies of the rules and regulations promulgated thereunder by the SEC Documents. The Company has not provided to since the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedeffectiveness of uKarma’s Form SB-2. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and/or the Exchange Act, as the case may require, and the rules and regulations promulgated thereunder and none of the SEC promulgated thereunder and the SEC Documents did not contain any contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company uKarma included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company uKarma as of the dates thereof and the results its consolidated statements of operations operations, shareholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on uKarma, its business, financial condition or results of operations). Neither Except as and to the Company nor any extent set forth on the balance sheet of its subsidiaries uKarma as of March 31, 2010, including the notes thereto, uKarma has any material indebtedness, obligations no liability or liabilities obligation of any kind nature (whether accrued, absolute, contingent or otherwise, otherwise and whether due or to become due) that would have been required to be reflected in, reserved against on a balance sheet or otherwise described in the financial statements not). Neither uKarma nor its officers or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in directors have received any correspondence from the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementscommenting on any SEC Document.

SEC Documents. The Since January 1, 2001, the Company has made available filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the Investors true and complete copies reporting requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (all of the foregoing filed prior to or on the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has not provided to As of the Investors any information thatdate of filing of such SEC Documents, according to applicable laweach such SEC Document, rule or regulation, should as it may have been disclosed publicly subsequently amended by filings made by the Company with the SEC prior to the date hereof by the Companyhereof, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to such SEC Document. None of the SEC Documents did not contain Documents, as of the date filed and as they may have been subsequently amended by filings made by the Company with the Commission prior to the date hereof, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements No other written information provided by or on behalf of the Company included to the Purchasers contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to the Company or its subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws and which has not been publicly disclosed. The Company and its subsidiaries are engaged only in the business described in the SEC Documents complied Documents, which contain a complete and accurate description in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position business of the Company and its subsidiaries, taken as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsa whole.

SEC Documents. The Company has made available to the Investors Investor ------------- true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. (a) The Company has made available filed all forms, reports and documents required to be filed by it with the Investors true Securities and complete copies of Exchange Commission (the SEC Documents. The Company has not provided to "SEC") since its formation (collectively, together with the Investors any information that1999 Form 10-KSB defined below, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"COMPANY REPORTS"). As of their respective dates, the SEC Documents Company Reports filed prior to the date hereof (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Company included in Report filed prior to the date of this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. The Company has provided to the Investors a draft of the Form 10-KSB for its fiscal year ended April 30, 1999 which will be filed with the SEC Documents complied on or before August 13, 1999 and which is not expected to be materially different from that provided to the Investors (except to the extent amended to reflect the transactions contemplated hereby) (the "1999 10-KSB"). When filed with the SEC, the 1999 Form 10-KSB (i) will comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the Exchange Act, and the published rules and regulations of the SEC or other applicable rules thereunder and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectstatements made therein, in the case light of unaudited interim statementsthe circumstances under which they were made, not misleading. No Company Subsidiary is required to normal year-end audit adjustments)file any report, form or other document with the SEC. Neither Except as set forth in the Company Disclosure Letter neither the Company nor any of its subsidiaries has Company Subsidiary is a party or is subject to any material indebtednessnote, obligations bond, mortgage, indenture, contract, lease, license, agreement, understanding, instrument, bid or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) proposal that would have been is required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was filed as an exhibit to any Company Report that is not fully reflected in, reserved against or otherwise described in or filed as an exhibit to such Company Report as required by the financial statements Securities Act or the notes Exchange Act, as the case may be. No event has occurred prior to the date hereof as a consequence of which the Company would be required to file a Current Report on Form 8-K pursuant to the requirements of the Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereto included in (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC Documents or was not incurred in after the ordinary course of business consistent with date hereof shall be provided to the Company's past practices since Purchaser no later than the last date of such financial statementsfiling.

SEC Documents. The Company Since October 1, 1995, VPT has made available timely filed with the Securities and Exchange Commission ("SEC") all forms, reports and documents required to be filed by VPT since October 1, 1995 under the Investors true Securities Act, the Exchange Act and complete copies the rules and regulations promulgated thereunder (the "Securities Laws"), including, without limitation, (i) all Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on form 8-K and (v) all other reports, schedules, registration statements and other documents, each as amended (collectively, the "VPT SEC Reports"), all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the Securities Act. VPT has no knowledge that any VPT SEC Documents. The Company has not provided Reports required to be filed with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly SEC prior to the date hereof by the CompanyOctober 1, but which has 1995 have not been so disclosedfiled. As of their respective dates, the VPT SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange Act, Securities Laws and rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of the Company consolidated balance sheets of VPT included in or incorporated by reference into the VPT SEC Documents complied in all material respects with applicable accounting requirements Reports (including the related notes and schedules) fairly presents the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of VPT and the Company VPT Subsidiaries as of its date and each of the dates thereof consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the VPT SEC Reports (including any related notes and schedules) fairly presents the results of operations and operations, cash flows and shareholders' equity, as the case may be, of VPT and the VPT Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto each case in accordance with GAAPgenerally accepted accounting principles consistently applied during the periods involved, which was not fully reflected inexcept as may be noted therein and except, reserved against or otherwise described in the financial statements case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsExchange Act.

SEC Documents. The Company has delivered or made available to ------------- the Investors Investor true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither As of the date hereof, neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. Except as disclosed in Schedule 3.6, since December 31, 1995, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed after December 31, 1995 and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to herein as the "SEC Documents"). The Company has made available delivered to the Investors each Purchaser true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable lawexcept for exhibits, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedschedules and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended. The financial statements of the Company included in the SEC Documents complied have been prepared in all material respects accordance with applicable U.S. generally accepted accounting requirements principles, consistently applied, and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they exclude do not include footnotes or may be are condensed or summary statements) and fairly present in all material respects accurately and completely the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or Except as set forth in a manner clearly evident to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described a sophisticated institutional investor in the financial statements or the notes thereto of the Company included in the SEC Documents Documents, the Company has no liabilities, contingent or was not otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the Company's past practices since the last date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and not required under generally accepted accounting principles to be reflected in such financial statements, in each case of clause (i) and (ii) next above which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company and its subsidiaries. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect. The Company has not provided to any Purchaser any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed.

SEC Documents. The Company has made available Shoney's and TPAC have delivered to the Investors Enterprises true and complete copies of each report, schedule, registration statement and definitive proxy statement filed with the SEC Documents. The Company by or with respect to Shoney's or any of its Subsidiaries (as any such document has not provided to since the Investors any information that, according to applicable law, rule or regulation, should have time of its filing been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective datesamended, the "Shoney's SEC Documents Documents") since January 1, 1993, which are all the documents (other than preliminary material) that were required to be filed with the SEC by Shoney's or any of its Subsidiaries since such date. To Shoney's Knowledge, each of the Shoney's SEC Documents, as of its respective date, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the Shoney's SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements or omissions as would not have a Material Adverse Effect on Shoney's and its Subsidiaries, taken as a whole. The To Shoney's Knowledge, the financial statements (including the accompanying notes) included in any of the Company included in the Shoney's SEC Documents Documents, as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with 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 during the periods involved indicated (except (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Shoney's and Shoney's consolidated Subsidiaries as of the dates thereof and the consolidated results of the operations and cash flows of Shoney's and Shoney's consolidated Subsidiaries for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments described therein). Neither the Company nor any of its subsidiaries has any To Shoney's Knowledge, all material indebtednessagreements, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, contracts and whether due or to become due) that would have been other documents required to be reflected infiled as exhibits to any of the Shoney's SEC Documents have been so filed. Since January 1, reserved against or otherwise described in the financial statements or in the notes thereto in accordance 1993, Shoney's has timely filed with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in all reports, registration statements and other filings required to be filed by the ordinary course of business consistent with the CompanySEC's past practices since the last date of such financial statementsrules and regulations.

SEC Documents. The Company has made available to the Investors each Lender a true and complete copies copy of each report, schedule, form, statement and other document filed by the Company with the SEC (as such documents have since the time of their filing been amended, the "SEC Documents. The ") which are all the documents that the Company has not provided was required to file with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to SEC through the date hereof by the Company, but which has not been so disclosedhereof. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents currently contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at thereto. Except as set forth in the time of notes thereto, all such inclusion. Such financial statements have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectexcept, in the case of the unaudited interim statements, to for the omission of normal year-year end audit adjustments). Neither adjustments and footnote disclosures) consistently applied throughout the periods involved, are true and correct in all material respects, and fairly present the consolidated financial condition, results of operations, changes in stockholders' equity and cash flow of the Company nor any and its consolidated Subsidiaries as of its subsidiaries has any material indebtednessthe respective dates thereof and for the respective periods covered thereby. Except for those Subsidiaries listed in Section 3.8 of the Disclosure Schedule, obligations or liabilities the financial condition and results of any kind (whether accrued, absolute, contingent or otherwiseoperations of each Subsidiary are, and whether due or for all periods referred to become due) that would in this Section 3.8 have been required to be reflected inbeen, reserved against or otherwise described in the financial statements or in the notes thereto in accordance consolidated with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course those of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company XxXxxx has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other Documents with the SEC Documents. The Company has not provided to (as defined in Article X) since January 1, 1997 (including the Investors any information thatXxXxxx Post-Signing SEC Documents (as defined in Section 6.10), according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"XXXXXX SEC DOCUMENTS"). As of their respective dates, the XxXxxx SEC Documents complied or, in the case of the XxXxxx Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the XxXxxx SEC Documents did not contain contained or, in the case of the XxXxxx Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the XxXxxx Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company XxXxxx included in the XxXxxx SEC Documents complied comply or, in the case of the XxXxxx Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at thereto, have been or, in the time case of such inclusion. Such financial statements the XxXxxx Post-Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, for the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company XxXxxx and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described Except as disclosed in the financial statements XxXxxx SEC Documents, as required by GAAP or as required by any Governmental Entity, XxXxxx has not, since December 31, 1997, made any change in accounting practices or policies applied in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course preparation of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has made available timely filed all reports, schedules, forms, statements, documents, contracts and agreements required to be filed by it with the Commission pursuant to the Investors true and complete copies reporting requirements of the Exchange Act (the “SEC Documents”). The Company has not provided to Each description of a contract, document or other agreement in the Investors any information thatRegistration Statement, according to applicable lawthe General Disclosure Package and the Prospectus accurately reflects in all material respects the terms of the underlying contract, rule document or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedother agreement. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of the date hereof, the SEC Documents, when taken in their entirety with the Registration Statement, the General Disclosure Package and the Prospectus, shall not contain any untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the date upon which they were made and the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto as in effect at the time of such inclusionthe filing. Such financial statements The Company Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during GAAP, consistently applied. Each contract, document or other agreement described in the periods involved (Registration Statement, the General Disclosure Package and the Prospectus or filed with the Commission is, or upon consummation of the transactions contemplated hereby will be, in full force and effect and is valid and enforceable in all material respects by and against the Transaction Entities or any of the Subsidiaries, as the case may be, in accordance with its terms, except (i) such contracts or other agreements that have terminated or expired in accordance with their terms as may be otherwise indicated disclosed in such financial statements or the notes thereto or Registration Statement, the General Disclosure Package and the Prospectus, and (ii) in the case of unaudited interim statementsas enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the extent they exclude footnotes or discretion of the court before which any proceeding therefor may be condensed brought (regardless of whether enforcement is sought in a proceeding at law or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsequity). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due with respect to indemnification thereunder, except as rights may be limited by applicable law or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of policies underlying such financial statementslaw.

SEC Documents. The Company has made available to Except as disclosed in Schedule 9.4, during the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly twelve (12) months prior to the date hereof Closing Date, Borrower has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the CompanySEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, but which has not been so disclosedas amended (the “Exchange Act”) (all of the foregoing filed during the twelve (12) months prior to the Closing Date, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing dates, the SEC Documents complied comply in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Borrower or any Subsidiary under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”). As of their respective filing dates, the financial statements of the Company Borrower included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at to financial statements included in the time of such inclusionSEC Documents. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Borrower as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company PVY has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to the Investors SUG a true and complete copies copy of (i) each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by PVY or ProvGas with the SEC since September 30, 1998 through the Closing Date in substantially the form filed with the SEC (the "PVY SEC Documents. The Company has not provided to ") and (ii) the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedPVY Audited Financials. As of their respective dates, the PVY SEC Documents Documents, including without limitation any financial statements or schedules included therein, complied (or will comply), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such PVY SEC Documents, and the SEC Documents did not (or will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company PVY and ProvGas included in the PVY SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of PVY Audited Financials (collectively, the SEC "PVY Financial Statements") were (or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been will be) prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated therein or in such financial statements or the notes thereto or (ii) in the case of and except with respect to unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsstatements as permitted by Form 10-Q) and fairly present (or will fairly present) in all material respects the financial position of PVY and its Subsidiaries, or ProvGas, as the Company case may be, as of the respective dates thereof and or the results of operations and cash flows for the respective periods then ended (ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any adjustments which are not material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsaggregate.

SEC Documents. The If the Company is subject to the reporting provisions of the Exchange Act, the Company has made available to filed all required reports, schedules, forms, statements and other documents with the Investors true and complete copies of Commission. (the “SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document. The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements as permitted by Form 10-Q or Form 10-QSB) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations their operation and cash flows for the periods period then ended ending in accordance with GAAP (subject, in the case of the unaudited interim statements, to normal year-year end audit adjustments). Neither Except as set forth in the filed SEC Documents, neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by GAAP to be reflected in, reserved against or otherwise described in set forth on a consolidated balance sheet of the financial statements Company and its consolidated subsidiaries or in the notes thereto in accordance with GAAP, and which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementscould reasonably be expected to have a Material Adverse Effect.

SEC Documents. The Company (i) CPA16 has made available to CPA14 (by public filing with the Investors SEC or otherwise) a true and complete copies copy of each report, schedule, registration statement and definitive proxy statement filed by CPA16 with the SEC since January 1, 2007 (the “CPA16 SEC Documents”) which are all of the SEC Documents. The Company has not provided documents required to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to filed by CPA16 with the date hereof by the Company, but which has not been so disclosedSEC since that date. As of their respective dates, the CPA16 SEC Documents complied in all material respects with the requirements of the Exchange Securities Act, the Exchange Act or the SOX Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and the applicable to such CPA16 SEC Documents did not contain and none of the CPA16 SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later CPA16 SEC Documents filed and publicly available prior to the date of this Agreement. CPA16 does not have any outstanding and unresolved comments from the SEC with respect to the CPA16 SEC Documents. The consolidated financial statements of the Company CPA16 and CPA16 Subsidiaries included in the CPA16 SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) thereto, or, in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X under the extent they exclude footnotes or may be condensed or summary statementsExchange Act) and fairly present presented, in all material respects accordance with applicable requirements of GAAP and the financial position applicable rules and regulations of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended SEC (subject, in the case of the unaudited interim statements, to normal year-end audit normal, recurring adjustments, none of which are material). Neither , the Company nor any consolidated financial position of its subsidiaries has any material indebtednessCPA16 and the CPA16 Subsidiaries, obligations or liabilities taken as a whole, as of any kind (whether accruedtheir respective dates and the consolidated statements of income and the consolidated cash flows of CPA16 and the CPA16 Subsidiaries for the periods presented therein, absolutein each case, contingent or otherwise, and whether due or except to become due) that would the extent such financial statements have been modified or superseded by later CPA16 SEC Documents filed and publicly available prior to the date of this Agreement. No CPA16 Subsidiary is required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent make any filing with the Company's past practices since the last date of such financial statementsSEC.

SEC Documents. The (i) To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to the Investors true Parent complete and complete correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since January 1, 2012 (such documents available on the SEC’s website or made available to Parent together with all information incorporated therein by reference, the “SEC Documents”). The Since January 1, 2012, the Company has not provided filed with or furnished to the Investors any information thatSEC each report, according schedule, form, statement or other document or filing required by Law to applicable law, rule be filed or regulation, should have been disclosed publicly furnished by the Company at or prior to the date hereof by time so required. No Subsidiary of the CompanyCompany is required to file or furnish any report, but which has not been so disclosedschedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective datesdates (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and rules and regulations none of the SEC promulgated thereunder and Documents at the SEC Documents did not contain time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2012 and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10‑Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim quarterly financial statements, to normal and recurring year-end audit adjustments). Neither Except as reflected, disclosed, accrued or reserved against in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), the Company nor any of and its subsidiaries has any Subsidiaries have no material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise), and whether due other than such liabilities or obligations (A) with respect to become dueor arising from the transactions contemplated by this Agreement, (B) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with past practice after the date of the Baseline Financials but prior to the date hereof, (C) incurred on or after the date of the Baseline Financials that is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or (D) reflected, disclosed, accrued or reserved against in the unaudited financial statements (including the notes thereto) included in the Company's past practices since ’s Form 10-Q for the last date of such financial statementsquarterly period ended June 30, 2015.

SEC Documents. The Company has made available filed all reports or other filings required to be filed by it under Securities Act and the Investors true and complete copies Securities Exchange Act of 1934, as amended (the SEC Documents. The Company has not provided “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to three years preceding the date hereof by (the Companyforegoing materials being collectively referred to herein as the “SEC Documents”), but which has not been so disclosedon a timely basis, or a notification of late filing was timely filed with respect thereto and such filing was subsequently made during the resulting extended filing period undertaken in such notice. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules Securities and regulations Exchange Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Company’s last filed Annual Report on Form 10-K, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the SEC Documents Documents, other than any such event, occurrence or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsdevelopment which has been disclosed to Purchaser.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied complied, and all similar documents filed with the SEC prior to each Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents did not contain contained, nor will any similar document filed with the SEC prior to each Closing Date contain, any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to each Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or and other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statementsstatements as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to To the Investors true and complete copies best of Company’s knowledge, the SEC Documents. The Company has not provided to the Investors Subscriber any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC promulgated thereunder and the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission (the “SEC”) or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto or (iib) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither The Company covenants and agrees that except for the SEC Documents, neither it nor any other person acting on its behalf will at any time provide any Subscriber or its agents or counsel with any information that the Company nor any believes constitutes material non-public information, unless prior thereto such Subscriber shall have agreed in writing to keep such information in confidence. The Company understands and confirms that each Subscriber shall be relying on the foregoing representations in effecting transactions in securities of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available Parent has, during the preceding 12 months, filed with the SEC all reports and other materials required to the Investors true and complete copies be filed by Section 13 or 15(d) of the SEC Documents. The Company has not provided to Exchange Act, as applicable (all of the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtednessadjustments which will not be material, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements either individually or in the notes thereto in accordance with GAAP, aggregate). No other information provided by or on behalf of the Company to the Investor which was is not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents contains any untrue statement of a material fact or was omits to state any material fact necessary in order to make the statements therein not incurred misleading, in the ordinary course light of business consistent the circumstance under which they are or were made. There is no event, pending event or threatened event that could result in the Parent not filing with the Company's past practices since SEC all reports and other materials required to be filed by Section 13 or 15(d) of the last date Exchange Act, as applicable, in compliance in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such financial statementsfilings.

SEC Documents. The (i) To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to the Investors true Parent complete and complete correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since October 1, 2006 (such documents available on the SEC’s website or made available to Parent, together with all information incorporated therein by reference, the “SEC Documents”). The Since October 1, 2006, the Company has not provided filed with or furnished to the Investors any information thatSEC each report, according schedule, form, statement or other document or filing required by Law to applicable law, rule be filed or regulation, should have been disclosed publicly furnished by the Company at or prior to the date hereof by time so required. No Subsidiary of the CompanyCompany is required to file or furnish any report, but which has not been so disclosedschedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and rules and regulations none of the SEC promulgated thereunder and Documents at the SEC Documents did not contain time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since October 1, 2006 and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the SEC Documents complied complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been thereto, were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim quarterly financial statements, to normal and recurring year-end audit adjustments). Neither Except as set forth in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), the Company nor any of and its subsidiaries has any Subsidiaries have no material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise) other than such liabilities or obligations (A) with respect to or arising from the transactions contemplated by this Agreement, and whether due or to become due(B) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with past practice after the date of the Baseline Financials but prior to the date of this Agreement, (C) incurred on or after the date of this Agreement that is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or (D) clearly disclosed in the unaudited financial statements (including the notes thereto) included in the Company's past practices since ’s Form 10-Q for the last date of such financial statementsperiod ended June 30, 2010, filed with the SEC on August 5, 2010.

SEC Documents. The Company XxXxxx has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other Documents with the SEC (as defined in Article X) since January 1, 1997 (including the XxXxxx Post-Signing SEC Documents (as defined in Section 6.10), the "XxXxxx SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the XxXxxx SEC -------------------- Documents complied or, in the case of the XxXxxx Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the XxXxxx SEC Documents did not contain contained or, in the case of the XxXxxx Post-Signing SEC Documents, will contain, any untrue statement of a material fact or omitted or, in the case of the XxXxxx Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company XxXxxx included in the XxXxxx SEC Documents complied comply or, in the case of the XxXxxx Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at thereto, have been or, in the time case of such inclusion. Such financial statements the XxXxxx Post-Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, for the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company XxXxxx and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described Except as disclosed in the financial statements XxXxxx SEC Documents, as required by GAAP or as required by any Governmental Entity, XxXxxx has not, since December 31, 1997, made any change in accounting practices or policies applied in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course preparation of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Financial Statements. Acquiror has made available to Target or its counsel through XXXXX a true and complete copy of each statement, report, registration statement (with the Investors prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filing filed with the SEC by Acquiror since January 1, 1999, and, prior to the Effective Time, Acquiror will have made available to Target or its counsel through XXXXX true and complete copies of any additional documents and Exhibits thereto filed with the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly by Acquiror prior to the date hereof Effective Time (collectively, the "Acquiror SEC Documents"). All documents required to be filed as Exhibits to the Acquiror SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except as otherwise disclosed in or contemplated by the Company, but which has Plan of Reorganization and Disclosure Statement (as hereinafter defined) and those that have expired or been terminated in accordance with their terms and Acquiror is not been so disclosedin material default under such contracts. As of their respective filing dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act, ") and rules the Securities Act and regulations none of the SEC promulgated thereunder and the Acquiror SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document prior to the date hereof. The financial statements of Acquiror, including the Company notes thereto, included in the Acquiror SEC Documents (the "Acquiror Financial Statements") were complete and correct in all material respects as at their respective dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time as of such inclusion. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Qs, to as permitted by Form 10-Q of the extent they exclude footnotes or may be condensed or summary statements) and SEC). The Acquiror Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Acquiror and its subsidiaries at the dates thereof and the results of operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited interim statements, to normal normal, recurring year-end audit adjustments). Neither the Company nor any of its subsidiaries There has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise no change in Acquiror accounting policies except as described in the financial statements or in notes to the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsAcquiror Financial Statements.

SEC Documents. The Company has filed with the SEC, and has heretofore made available to the Investors Parent true and complete copies of, all reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company since July 26, 2000 (together with all information incorporated therein by reference, the "SEC Documents"). No subsidiary of the SEC Documents. The Company has not provided is required to file any form, report or other document with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedSEC. As of their respective dates, each of the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents did not contain at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later filed Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) of the Company included in the SEC Documents complied complied, when filed, or will comply, when filed, in each case as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been or will be prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly presented or will present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of footnotes). Neither Except as set forth in the Filed SEC Documents, the Company nor any of and its subsidiaries has any material indebtedness, have no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements individually or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with aggregate could reasonably be expected to have a material adverse effect on the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Parent has made available timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Investors true and complete copies reporting requirements of the SEC Documents. The Company has not provided to Securities Exchange Act of 1934, as amended (the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, 1934 Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). Parent has not received any communication from the SEC, FINRA or any other regulatory authority regarding any SEC Document or any disclosure contained therein. As of their respective dates, the financial statements of the Company Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Internet America has made available filed with the SEC all documents required to the Investors true be so filed by it since June 30, 2007 pursuant to Sections 13(a), 14(a) and complete copies 15(d) of the SEC DocumentsExchange Act (collectively, the “Internet America Reports”). The Company has not provided to the Investors any information thatAs of its respective date or, according to applicable law, rule or regulation, should have been disclosed publicly if amended by a subsequent filing prior to the date hereof by hereof, on the Companydate of such filing, but which has not been so disclosed. As of their respective dates, the SEC Documents each Internet America Report complied in all material respects with the applicable requirements of the Exchange Act, SOX and the rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Specifically, the number of Active Subscribers of Internet America contained in the Internet America Reports is accurate as of the date of each report. Each of the consolidated balance sheets included in or incorporated by reference into the Internet America Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Internet America and the Internet America Subsidiaries as of its date, and each of the consolidated statements of the Company operations, cash flows and changes in shareholders’ equity included in or incorporated by reference into the SEC Documents Internet America Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Internet America and the Internet America Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in shareholders’ equity, each including the notes and schedules thereto, the “Internet America Financial Statements”). The Internet America Financial Statements (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) noted in the case of unaudited interim statementsInternet America Financial Statements or as permitted by Form 10-KSB, to the extent they exclude footnotes 10-QSB, 10-Q or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal yearForm 8-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.K.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors Investor any information that, which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, Company but which has not been so disclosed. As of their respective datesdates or their restated dates (if so restated), the SEC Documents complied complied, and all similar documents filed with the SEC prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents did not contain contained, nor will any similar document filed with the SEC prior to the Closing Date contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied Documents, as of the dates thereof (or the restated dates, if so restated), complied, and all similar documents filed with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or and other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statementsstatements as permitted by Form 10-QSB of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Xxxxx has made available furnished or filed all reports, schedules, registration statements and other documents required to the Investors true and complete copies of be furnished or filed with the SEC since August 3, 2011 (the “Xxxxx SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective datesdates of being furnished or filed with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Xxxxx SEC Documents complied complied, and each Xxxxx SEC Document filed after the date hereof and prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Xxxxx SEC Documents, and none of the Xxxxx SEC Documents did not contain when so furnished or filed contained (or to the extent filed after the date hereof and prior to the Closing Date, will contain) any untrue statement of a material fact or omit omitted (or will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Xxxxx SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The financial statements of the Company Xxxxx included in the Xxxxx SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and all the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at (except, in the time case of such inclusion. Such financial statements unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsdisclosed therein) and fairly present in all material respects the consolidated financial position of Xxxxx and its consolidated Subsidiaries and the Company consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectshown. As of the date hereof, in there are no outstanding written comments from the case of unaudited interim statements, SEC with respect to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Xxxxx SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsDocuments.

SEC Documents. The Company (a) Grey Wolf has filed with the SEC all documents required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Basic each registration statement, periodic or other report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the Investors true form (including exhibits and complete copies of any amendments thereto) filed with the SEC Documents(collectively, the “Grey Wolf Reports”). The Company has not provided As used in this Section 3.7, the term “file” shall include any reports on Form 8-K furnished to the Investors any information thatSEC. As of its respective date or, according to applicable law, rule or regulation, should have been disclosed publicly if amended by a subsequent filing prior to the date hereof by hereof, on the Companydate of such filing, but which has not been so disclosed. As of their respective dates, the SEC Documents each Grey Wolf Report complied in all material respects with the applicable requirements of the Exchange Act, SOX and the rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Each of the consolidated balance sheets included in or incorporated by reference into the Grey Wolf Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Grey Wolf and the Grey Wolf Subsidiaries as of its date, and each of the consolidated statements of the Company operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the SEC Documents Grey Wolf Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Grey Wolf and the Grey Wolf Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Grey Wolf Financial Statements”). The Grey Wolf Financial Statements (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) noted in the case of unaudited interim statements, to the extent they exclude footnotes Grey Wolf Financial Statements or may be condensed as permitted by Form 10-Q or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal yearForm 8-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.K.

SEC Documents. The Company GM has made available to filed all required reports, schedules, forms, statements and other documents with the Investors true Securities and complete copies of Exchange Commission (the "SEC") since February 16, 1995 (the "SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company GM included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements as permitted by Form 10Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company GM as of the dates thereof and the results of operations its operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited interim statements, to normal year-year end audit adjustments). Neither Except as set forth in the Company nor any of its subsidiaries filed SEC Documents, GM has any material indebtedness, no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by GAAP to be reflected in, reserved against or otherwise described in the financial statements set forth on a balance sheet of GM or in the notes thereto in accordance with GAAPand which could reasonably be expected to have a material adverse effect on GM, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not except such liabilities incurred in the ordinary course of GM's business consistent with the Company's past practices since the last date of such financial statementsSeptember 30, 1997, which liabilities do not or would not have a material adverse effect on GM.

SEC Documents. Undisclosed Liabilities; Press Releases. (i) The Company has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other documents with the SEC Documents. The Company has not provided to since March 31, 1994 (the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"COMPANY SEC DOCUMENTS"). As of their respective datesdates (as amended), the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC in the case of unaudited statements) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither (ii) None of the press releases issued by the Company nor since March 31, 1994 contained at the time of issuance any untrue statement of its subsidiaries has any a material indebtednessfact or omitted to state a material fact necessary in order to make the statements therein, obligations or liabilities in light of any kind the circumstances under which they were made, not misleading. (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.e)

SEC Documents. The Company HEICO has made available filed all required reports, schedules, forms, statements and other documents required to be filed under the Investors true and complete copies of Exchange Act with the SEC since January 1, 1995 (the "HEICO SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the HEICO SEC Documents complied as to form in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder applicable to such HEICO SEC Documents. Except to the extent that information contained in any HEICO SEC Document has been revised or superseded by a later-filed HEICO SEC Document, filed and publicly available prior to the date of this Agreement, none of the HEICO SEC Documents did not contain contained when filed any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company HEICO included in the HEICO SEC Documents complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with 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 during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company HEICO as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit EXECUTION COPY adjustments). Neither The representations and warranties set forth in this Section 3.5 shall not apply to any noncompliance, nonfilings, misstatements, omissions or failures to present fairly or conform to generally accepted accounting principles, which would not, individually or in the aggregate, have a material adverse effect on HEICO. Except as set forth in the HEICO SEC Documents, and except for liabilities and obligations incurred in the Ordinary Course of Business, to the Knowledge of Seller, any Seller's Company nor any of its subsidiaries and HEICO, HEICO has any material indebtedness, no liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by generally accepted accounting principles to be reflected in, reserved against or otherwise described in the financial statements set forth on a balance sheet of HEICO or in the notes thereto in accordance with GAAPwhich, which was not fully reflected in, reserved against individually or otherwise described in the financial statements or aggregate, could reasonably be expected to have a material adverse effect on HEICO. Notwithstanding anything to the notes thereto included contrary contained in this Agreement, neither HEICO nor Seller shall have any responsibility for the SEC Documents or was not incurred in breach of this Section 3.5 unless such breach relates to the ordinary course of business consistent with the Company's past practices since the last date of such financial statements, assets or liabilities of Seller's Companies.

SEC Documents. The Company Stockholder has delivered or made available to Buyer -------------- each registration statement, report, proxy statement or information statement filed by the Investors true Company since March 31, 1998, each in the form (including exhibits and complete copies of any amendments thereto) filed with the SEC Documents. The (collectively, the "Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed------- Reports"). As of their respective dates, the SEC Documents complied Company Reports (i) were prepared ------- in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of the Company and its Subsidiaries included in or incorporated by reference into the SEC Documents complied in all material respects with applicable accounting requirements Company Reports (including the related notes and schedules) fairly presents the published rules consolidated financial position of Company and regulations its Subsidiaries as of its date and each of the SEC consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries included in or other applicable rules incorporated by reference into the Company Reports (including any related notes and regulations with respect thereto at schedules) fairly presents the time results of such inclusion. Such financial statements have been prepared operations, retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP"), except (i) as ---- may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, noted therein. Except as and to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects set forth on the financial position consolidated balance sheets of the Company and its Subsidiaries at December 31, 1998, including all notes thereto, or as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, set forth in the case of unaudited interim statementsCompany Reports, to normal year-end audit adjustments). Neither neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise), and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred except liabilities arising in the ordinary course of business consistent with since such date which would not, individually or in the aggregate, have a Material Adverse Effect on the Company's past practices since . The Company is in full compliance with Section 13(b)(2) of the last date of such financial statementsExchange Act.

SEC Documents. The Company LVGI has timely filed all reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated pursuant thereto (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to 9 as the “SEC Documents”). LVGI has made available to the Investors Shareholder true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements LVGI has provided Shareholder with a copy of an SEC comment letter regarding various accounting and other issues relating to LVGI’s most recent 10KSB, and Shareholder is aware that LVGI is in the process of responding to this comment letter and is likely as a result to amend its 10KSB in the process. This comment letter and any modifications to LVGI’s 10KSB that result shall be excluded from any representation or warranty given under this section or elsewhere in this agreement. Since the date of the Company included most recent SEC Document, there has been no material adverse change and no material adverse development in the SEC Documents complied in all material respects with applicable accounting requirements business, properties, operations, financial condition, results of operations, or prospects of LVGI or its subsidiaries. LVGI has not taken any steps, and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does LVGI have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements any knowledge that its creditors or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any creditors of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or intend to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsinitiate involuntary bankruptcy proceedings.

SEC Documents. The Company has made available to the Investors true and complete copies As of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof it was declared effective by the CompanySEC, but which has not been so disclosed------------- Xxxxxxx'x Registration Statement on Form S-1 (Registration No. As of their respective dates333-53419), as amended (the SEC Documents "S-1"), (i) complied as to form in all material respects with the applicable requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder Securities Act and the SEC Documents Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements As of its date of filing, Xxxxxxx'x Annual Report on Form 10-K for the Company included in fiscal year ended December 31, 1998 filed with the SEC Documents on March 31, 1999 (the "Xxxxxxx SEC Report") (i) complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules Exchange Act and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the case light of unaudited interim statementsthe circumstances under which they were made, not misleading; provided, however, that the parties hereto acknowledge that the -------- ------- Xxxxxxx SEC Report does not contain any information or disclosure relating to this Agreement and the transactions contemplated thereby, including the Merger. There is no material fact existing today directly relating to the extent they exclude footnotes business, operations or may condition of Xxxxxxx (other than facts which relate to general economic trends or conditions or general conditions affecting the industries in which Xxxxxxx or the Xxxxxxx Subsidiaries operate) that is reasonably likely to have a Xxxxxxx Material Adverse Effect, that has not been set forth in the Xxxxxxx SEC Report or the Xxxxxxx Disclosure Letter; provided that the loss of, or a reduction in revenues from, one or more customers or principals shall be condensed deemed not to have a Xxxxxxx Material Adverse Effect, unless the loss of, or summary statementsreductions in revenues from, such customers or principals, individually or in the aggregate, constitute a Material Customer Loss. A true and complete copy of the Xxxxxxx SEC Report has been delivered to RMSI. Each of the consolidated balance sheets of Xxxxxxx included in or incorporated by reference into the Xxxxxxx SEC Report and the S-1 (including the related notes and schedules) and fairly present in all material respects presents the consolidated financial position of Xxxxxxx and the Company Xxxxxxx Subsidiaries as of its date and each of the dates thereof consolidated statements of income, retained earnings and cash flows of Xxxxxxx included in or incorporated by reference into the Xxxxxxx SEC Report and the S-1 (including any related notes and schedules) fairly presents the results of operations operations, retained earnings or cash flows, as the case may be, of Xxxxxxx and cash flows the Xxxxxxx Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto each case in accordance with GAAPgenerally accepted accounting principles consistently applied during the periods involved, which was not fully reflected inexcept, reserved against or otherwise described in the financial statements case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsExchange Act.

SEC Documents. The Company has filed with the SEC, and has heretofore made available to the Investors Parent true and complete copies of, all reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company since May 1, 1996 (together with all information incorporated therein by reference, the "SEC Documents"). No Subsidiary of the SEC Documents. The Company has not provided is required to file any report, schedule, form, statement or other document with the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosedSEC. As of their respective dates, each of the SEC Documents filed prior to June 15, 2002 (each a "Filed SEC Document") complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and none of the Filed SEC Documents at the time they were filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Filed SEC Document has been revised or superseded by a later Filed SEC Document, none of the SEC promulgated thereunder Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each SEC Document that the Company files with the SEC on or after June 15, 2002, as of the date thereof, will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and none of such SEC Documents did not will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that, in the case of the Proxy Statement, no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Sub in writing specifically for inclusion in the Proxy Statement. The financial statements (including the related notes) of the Company included in the SEC Documents complied (including the Proxy Statement) and the Other Filings complied, as of the date filed, or will comply when filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been or will be prepared in accordance with generally U.S. accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly presented or will present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of footnotes). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to timely filed all SEC Documents with the Investors true Commission under the Securities Exchange Act of 1934, as amended (together with the rules and complete copies of regulations thereunder, the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed“Exchange Act”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at as in effect as of the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). Neither the The Company nor is not currently contemplating to amend or restate any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements (including without limitation, any notes or in any letter of the notes thereto in accordance independent accountants of the Company with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or was circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the Commission. The Company has not incurred in been informed by its independent accountants that they recommend that the ordinary course Company amend or restate any of business consistent with the Company's past practices since Financial Statements or that there is any need for the last date Company to amend or restate any of such financial statementsthe Financial Statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC DocumentsFinancial Statements; No Adverse Change. The Company has not provided filed all reports required to be filed by it under the Investors Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely basis or received a valid extension of such time of filing and has filed any information that, according to applicable law, rule or regulation, should have been disclosed publicly such SEC Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light therein not misleading. All material agreements to which the Company is a party or to which the property or assets of the circumstances under which they were madeCompany are subject have been filed as exhibits to the SEC Documents as required; neither the Company nor any of the Subsidiaries is in breach of any agreement where such breach could reasonably be expected to, not misleadingindividually or in the aggregate, have a Material Adverse Effect. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto as in effect at the time of such inclusionfiling. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents Company's last filed Quarterly Report on Form 10-Q for the period ended September 30, 1998, there has been no event, occurrence or was development that has had a or could reasonably be expected to have a Material Adverse Effect which has not incurred in been specifically disclosed to the ordinary course of business consistent with Purchasers by the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available filed all reports required to be filed by it under the Investors true Exchange Act, including pursuant to Section 13(a) or 15(d) thereof for the two year period preceding the date hereof (such reports, the "SEC Documents" and, together with the Schedules to this Agreement and complete copies other documents and information furnished by or on behalf of the SEC Documents. The Company has not provided to the Investors at any information that, according to applicable law, rule or regulation, should have been disclosed publicly time prior to the date hereof by Closing, the Company, but which "Disclosure Materials") on a timely basis or has not been so disclosedreceived a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since December 31, 1997, (a) there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect, (b) the Company nor has not incurred any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the Company's past practices since financial statements pursuant to GAAP, and (c) the last date Company has not altered its method of such financial statementsaccounting or the identity of its auditors.

SEC Documents. The Company Gart has made available to the Investors true and complete copies of timely filed with the SEC Documents. The Company has not provided each ------------- report, proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 (collectively, the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"Gart Reports"). As of their respective dates, the SEC Documents complied Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of the Company income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the SEC Documents complied Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in all the case of unaudited statements, normal year-end audit adjustments that would not be material respects with applicable accounting requirements and the published rules and regulations of the SEC in amount or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared effect), in each case in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP"), except (i) as may be otherwise indicated in such financial statements noted therein. There are no liabilities of Gart or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) whatsoever that would have been be required by GAAP to be reflected in, reserved against or otherwise described in the financial statements or in on a consolidated balance sheet of Gart (including the notes thereto in accordance with GAAPthereto), which was not fully reflected inother than: (x) liabilities incurred since January 29, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the Companyconsummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's past practices since most recent balance sheet delivered to the last Company prior to the date of such financial statementshereof.

SEC Documents. The Company Media USA has made available filed all reports required to be filed by it under the Investors true Securities Act and complete copies of the SEC Documents. The Company has not provided Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to two (2) years preceding the date hereof (or such shorter period as Media USA was required by law to file such material) (the Companyforegoing materials, but which has not been so disclosedincluding the exhibits thereto, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Documents Reports complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations promulgated thereunder and none of the SEC promulgated thereunder and the SEC Documents did not contain any Reports contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Media USA included in the SEC Documents complied Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position of the Company Media USA as of the dates thereof and the results its statements of operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on Media USA, its business, financial condition or results of operations). Neither Except as and to the Company extent set forth on the consolidated balance sheet of Media USA as at March 31, 2006, including the notes thereto, neither Media USA nor any of its subsidiaries Merger Sub has any material indebtedness, obligations liability or liabilities obligation of any kind nature (whether accrued, absolute, contingent or otherwise, otherwise and whether due or to become due) that would have been required to be reflected in, reserved against on a balance sheet or otherwise described in the other financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsstatement).

SEC Documents. The Company Undisclosed Liabilities. Nu Skin has made available to the Investors true filed all required reports, schedules, forms, statements and complete copies of other documents with the SEC since January 1, 1997 (the "Nu Skin SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the Nu Skin SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Nu Skin SEC Documents, and none of the Nu Skin SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Nu Skin SEC Document has been revised or superseded by a later Nu Skin SEC Document, none of the Nu Skin SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Nu Skin included in the Nu Skin SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved U.S. GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) except, in the case of unaudited interim statements, to as permitted by Form 10-Q under the extent they exclude footnotes or may be condensed or summary statementsExchange Act) and fairly present in all material respects the consolidated financial position of the Company Nu Skin and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows (or changes in financial position prior to the approval of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 95) for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Except as set forth in the Company Nu Skin SEC Documents, neither Nu Skin nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been Liabilities required by U.S. GAAP to be reflected in, reserved against or otherwise described in the financial statements set forth on a consolidated balance sheet of Nu Skin and its consolidated subsidiaries or in the notes thereto in accordance with GAAP, and which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementscould reasonably be expected to have a material adverse effect on Nu Skin and its subsidiaries taken as a whole.

SEC Documents. The Company has made available to the Investors Purchaser true and complete copies of the SEC Documents. The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 and each report, proxy statement or registration statement filed by the Company has not provided with the Securities and Exchange Commission (the "SEC") pursuant to the Investors any information thatSecurities Exchange Act of 1934, according to applicable law, rule as amended (the "EXCHANGE ACT") or regulation, should have been disclosed publicly prior to the Securities Act since the filing of such Annual Report through the date hereof by (collectively such documents are referred to as the Company, but which has not been so disclosed"SEC DOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAPGAAP and the published rules and regulations of the SEC, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements. There is no information which has not been publicly disclosed which, in the good faith judgment of the Company, would cause a reasonable investor to not make the investment contemplated hereby.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC DocumentsFinancial Statements; No Adverse Change. The Company has not provided filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials being collectively referred to herein as the "34 Act Filings", and together with the final registration statement filed with respect to the Investors IPO, the "SEC Documents") on a timely basis or received a valid extension of such time of filing and has filed any information that, according to applicable law, rule or regulation, should have been disclosed publicly such SEC Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light therein not misleading. All material agreements to which the Company or any of its Subsidiaries is a party or to which the property or assets of the circumstances under which they were madeCompany or any of its Subsidiaries are subject have been filed as exhibits to the SEC Documents as required; neither the Company nor any of the Subsidiaries is in breach of any agreement where such breach could reasonably be expected to, not misleadingindividually or in the aggregate, have a Material Adverse Effect. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto as in effect at the time of such inclusionfiling. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.filed

SEC Documents. The Company Wyndham has made available filed all required forms, reports and ------------- documents with the Securities and Exchange Commission ("SEC") since the earliest date on which Wyndham became subject to the Investors true and complete copies reporting obligations of Section 13 or 15(d) of the Exchange Act (collectively, the "Wyndham SEC DocumentsReports"), all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). The Company has not provided Wyndham SEC Reports were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by Wyndham under the Securities Laws since the earliest date on which Wyndham became subject to the Investors any information that, according to applicable law, rule reporting obligations of Section 13 or regulation, should have been disclosed publicly prior to 15(d) of the date hereof by the Company, but which has not been so disclosedExchange Act. As of their respective dates, the Wyndham SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange Act, Securities Laws and rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of the Company consolidated balance sheets of Wyndham included in or incorporated by reference into the Wyndham SEC Documents complied in all material respects with applicable accounting requirements Reports (including the related notes and schedules) fairly presents the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of Wyndham and the Company Wyndham Subsidiaries as of its date and each of the dates thereof consolidated statements of income, retained earnings and cash flows of Wyndham included in or incorporated by reference into the Wyndham SEC Reports (including any related notes and schedules) fairly presents the results of operations operations, retained earnings or cash flows, as the case may be, of Wyndham and cash flows the Wyndham Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto each case in accordance with GAAPgenerally accepted accounting principles consistently applied during the periods involved, which was not fully reflected inexcept as may be noted therein and except, reserved against or otherwise described in the financial statements case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsExchange Act.

SEC Documents. The Company Financial Statements; Undisxxxxxx Liablities. (i) Whitman has made available to the Investors true and complete copies of filed all required reports, schedules, forms, statemenxx xxx other documents with the SEC since January 1, 1997 (the "Whitman SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed"). As of their respective dates, the SEC Whxxxxx XEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), or the Exchange Act, as the case may be, and rules and regulations none of the SEC promulgated thereunder and the Whitman SEC Documents did not contain contained any untrue statement of a material fact or omit xxxx xr omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Whitman SEC Document has been revised or superseded by a latex xxxxx Whitman SEC Document, none of the Whitman SEC Documents contaxxx xxx untrue statement of a matexxxx xxct or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Whitman included in the Whitman SEC Documents complied in all comply as to foxx xx xll material respects with respexxx xxxh applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Whitman and its consolidated Subsidiaries as of the dates thereof and thexxxx xxd the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not Except for Liabilities incurred in the ordinary course of business consistent with the Company's past practices practice since the last date of such financial statementsthe most recent consolidated balance sheet included in the Whitman SEC Documents and not in violation of this Agreement, xxxxxxr Whitman nor any of its Subsidiaries has any Liabilities requixxx xx GAAP to be set forth on a consolidated balance sheet of Whitman and its consolidated Subsidiaries or in the notes thexxxx.

SEC Documents. The Company has made available filed all reports required to be ------------- filed by it under the Investors true and complete copies of Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the Companyforegoing materials being collectively referred to herein as the "SEC DOCUMENTS" and, but which together with ------------- the Schedules to this Agreement the "DISCLOSURE MATERIALS") on a timely basis, -------------------- or has not been so disclosedreceived a valid extension of such time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended (shown, subject, in the case of unaudited interim statements, to normal year-end audit adjustments. Except as set forth in the Risk Factors Memorandum attached hereto as Exhibit "D" (the RISK FACTORS ----------- ------------ MEMORANDUM"). Neither , since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents ----------- Company's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or was development that has had or that would reasonably expected to have or result in a Material Adverse Effect which has not incurred been specifically disclosed in writing to the ordinary course of business consistent with Purchasers by the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available furnished to the Investors Purchasers true and complete copies of the Registration Statement as filed with the SEC Documents. The Company has not provided to the Investors any information thaton September 12, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed2005. As of their respective datesits filing date, to the best of the Company’s knowledge, the SEC Documents Registration Statement complied in all material respects with the requirements of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder thereunder, and the SEC Documents did Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The To the best of the Company’s knowledge, the financial statements (the “Financial Statements”) of the Company included in the SEC Documents complied Registration Statement (i) comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto in effect at the time of such inclusion. Such financial statements filing, (ii) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved covered thereby, and (except (iiii) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementspresent fairly, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects respects, the financial position of the Company as of and the dates thereof Subsidiaries and the results of operations and cash flows as of the date and for the periods then ended (subjectindicated therein. To the best of the Company’s knowledge, all material agreements to which the Company is a party or to which the property or assets of the Company are subject are included as part of or specifically identified in the case Registration Statement to the extent required by the rules and regulations of unaudited interim statementsthe SEC as in effect at the time of filing. To the best of the Company’s knowledge, to normal year-end audit adjustments). Neither when filed with the SEC, the Company nor any covenants that its quarterly report on Form 10-Q for the period ended September 30, 2005 (a) will comply in all material respects with the requirements of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwisethe Exchange Act, and whether due the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to become due) that would have been state a material fact required to be reflected instated therein or necessary in order to make the statements made therein, reserved against or otherwise described in light of the circumstances under which they were made, not misleading, (b) will include financial statements or of the Company that will comply in all material respects with applicable accounting requirements and the notes rules and regulations of the SEC with respect thereto in accordance with GAAPeffect at the time of filing, which was not fully reflected inand (c) will include, reserved against or otherwise described in to the financial statements or extent required by the notes thereto included in rules and regulations of the SEC Documents as in effect at the time of filing, all material agreements to which the Company is a party or was not incurred in to which the ordinary course property or assets of business consistent with the Company's past practices since the last date of such financial statementsCompany are subject.

SEC Documents. The Company has made available to the Investors ------------- true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto or (iib) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. The Company has filed all documents required to be filed under the Exchange Act and Securities Act during the prior three years. As of their respective dates, the SEC Documents (a) complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder thereunder, and the SEC Documents (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries Subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAPU.S. generally accepted accounting principles, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements. No other information provided by or on behalf of the Company to the Investors that is not included in the SEC Documents, including, without limitation, information referred to in Section 3.5 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading.

SEC Documents. The Company has made available furnished to the Investors Purchasers true and complete copies of the following reports of the Company (collectively, the "SEC Documents. The Company has not provided to DOCUMENTS"): (i) the Investors any information thatannual report on Form 10-K for the year ended December 31, according to applicable law2003 and (ii) quarterly reports on Form 10-Q for the periods ended March 31, rule or regulation2004 and June 30, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed2004. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and the rules and regulations promulgated thereunder, and none of the SEC Documents contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC promulgated thereunder and with respect thereto in effect at the time of filing. All material agreements to which the Company is a party or to which the property or assets of the Company are subject are included as part of or specifically identified in the SEC Documents did to the extent required by the rules and regulations of the SEC as in effect at the time of filing. The Company has prepared and filed with the SEC all filings and reports required by the Securities Act and the Exchange Act to make the Company's filings and reports current in all respects. When filed with the SEC, the Company covenants that its quarterly report on Form 10-Q for the period ended September 30, 2004 (a) will comply in all material respects with the requirements of the Exchange Act, and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The , (b) will include financial statements of the Company included in the SEC Documents complied that will comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto in effect at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved filing, and (except (ic) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementswill include, to the extent they exclude footnotes or may be condensed or summary statements) required by the rules and fairly present regulations of the SEC as in effect at the time of filing, all material respects agreements to which the financial position Company is a party or to which the property or assets of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (are subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available Seller is obligated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Investors true Seller, including all exhibits thereto or incorporated therein by reference, and complete copies of all documents filed by the Seller under the Securities Act hereinafter called the “SEC Documents”). The Company Seller has not provided filed all reports or other documents required to be filed under the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof Exchange Act. All SEC Documents filed by the CompanySeller as of or for any period beginning on or after June 30, but which has not been so disclosed. As of their respective dates2006, the SEC Documents complied (i) were prepared in all material respects in accordance with the requirements of the Exchange Act, Act and rules and regulations of the SEC promulgated thereunder and the SEC Documents (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Seller has previously delivered to the Purchaser a correct and complete copy of each report (including, without limitation, the Company included in most recent Proxy Statement) which the SEC Documents complied in all material respects Seller filed with applicable accounting requirements the Securities and Exchange Commission (the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements “SEC” or the notes thereto “Commission”) under the Exchange Act for any period ending on or after June 30, 2007 (iithe “Recent Reports”) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position not available via EXXXX. None of the Company as of information about the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor Seller or any of its subsidiaries Subsidiaries which has any material indebtedness, obligations been disclosed to the Purchasers herein or liabilities in the course of any kind (whether accrued, absolute, contingent discussions and negotiations with respect hereto which is not disclosed in the Recent Reports is or otherwise, and whether due or to become due) that would have been was required to be reflected inso disclosed, reserved against or otherwise described and no material non-public information has been disclosed to the Purchasers. To the extent that the Seller fails to so publicly disclose any such material non-public information prior to such date, any Purchaser in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date possession of such financial statementsinformation shall be permitted to publicly disclose such material non-public information. The Seller agrees that it shall not furnish any Purchaser any material non-public information concerning the Seller which it does not intend to disclose on or prior to such date.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents (a) complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder thereunder, and the SEC Documents (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to timely filed all required reports, schedules, forms, statements and other documents with the Investors true Securities and complete copies of Exchange Commission (the SEC) since December 31, 2000 (the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the Exchange Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, and, except to the extent that information contained in any SEC Document has been revised or superseded by a later document filed with the SEC and made publicly available prior to the date of this Agreement, none of the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations their operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited interim statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). Neither Except as disclosed in financial statements included in the SEC Documents, neither the Company nor any of its subsidiaries has any material indebtedness, liabilities or obligations or liabilities of any kind nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required by GAAP to be reflected in, reserved against or otherwise described in set forth on a consolidated balance sheet of the financial statements Company and its consolidated subsidiaries or in the notes thereto in accordance with GAAP, and which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementswould reasonably be expected to have a Material Adverse Effect.

SEC Documents. The Financial Statements. Since December 31, 2000, the Company has made available timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") pursuant to the Investors true and complete copies reporting requirements of the SEC Documents. The Company has not provided to Securities Exchange Act of 1934, as amended (the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly "Exchange Act") (all of the foregoing filed prior to the date hereof and after December 31, 1993, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the Company, but which has not been so disclosed"SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange ActAct or the Securities Act as the case may be, and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the statements made in any such SEC Documents is, or has been, required to be updated or amended under applicable law. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with will respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal immaterial year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC DocumentsFinancial Statements; No Adverse Change. The Company has not provided filed all reports required to be filed by it under the Investors Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement the "Disclosure Materials") on a timely basis or has received a valid extension of such time of filing and has filed any information that, according to applicable law, rule or regulation, should have been disclosed publicly such SEC Documents prior to the date hereof by the Company, but which has not been so disclosedexpiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material agreements to which the Company is a party or to which the property or assets of the Company are subject have been filed as exhibits to the SEC Documents as required; neither the Company nor any of its subsidiaries is in breach of any agreement where such breach would have or result in a Material Adverse Effect. The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto as in effect at the time of such inclusionfiling. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents Company's last filed Annual Report on Form 10-K for the fiscal year ended December 31, 1997, there has been no event, occurrence or was development that has had or could result in a Material Adverse Effect which has not incurred in been specifically disclosed to the ordinary course of business consistent Purchaser by the Company. The Company last filed audited financial statements with the Company's past practices since Commission on December 31, 1997, and has not received any comments from the last date of such financial statementsCommission in respect thereof.

SEC Documents. Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(a) of the Exchange Act and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act, including material Filed pursuant to Section 13(a) or 15(d), in addition to one or more registration statements and amendments thereto heretofore filed by the Company with the Commission (all of the foregoing including filings incorporated by reference therein being referred to herein as the "SEC Documents"). The Company has delivered or made available to the Investors true and complete copies of all SEC Documents (including, without limitation, proxy information and solicitation materials and registration statements) filed with the SEC Documents. The Company has not provided to the Investors any information thatCommission since September 30, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed1998. As of their respective dates, the SEC Documents (as amended by any amendments filed prior to the date of this Agreement or any Closing Date and provided to each Investor) complied or will comply in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC Commission promulgated thereunder and other Federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents did not contained or will contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectSubject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Investor has made available timely filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to the Investors true and complete copies of be filed or furnished by Investor with the SEC Documents. The Company has not provided to since Investor’s registration under the Investors any information that, according to applicable law, rule Exchange Act or regulation, should have been disclosed publicly prior the Securities Act to the date hereof by of this Agreement, together with any amendments, restatements or supplements thereto (collectively, the Company, but which has not been so disclosed“Investor SEC Documents”). As of their respective datesits filing date, each Investor SEC Document complied, and the forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Investor SEC Documents complied Documents”) will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002. Assuming all applicable information relating to the Company Entities, the Founder Members or their Affiliates is provided to Investor in a timely manner, all Additional Investor SEC Documents will be timely filed. All Investor SEC Documents, Additional Investor SEC Documents, any material correspondence from or to the SEC or Nasdaq relating to the registration or listing of the Class A Common Stock and all certifications and statements required by (x) Rule 13a-14 or 15d-14 under the Exchange Act, and rules and regulations or (y) 18 U.S.C. § 1350 (Section 906) of the Sxxxxxxx-Xxxxx Act of 2002 with respect to any of the foregoing after March 27, 2013 (collectively, the "Certifications") have been delivered to the Company in the form filed with the SEC promulgated thereunder or are available on EXXXX. The Investor SEC Documents at the time filed did not contain, and the Additional Investor SEC Documents did will not contain contain, as of the date of such filing, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, made therein not misleading in light of the circumstances under which they were made, . Investor has not misleadingfiled any confidential material change report with any Governmental Authorities that remains confidential. The financial statements Certifications are each true and correct. Investor maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. To the Knowledge of Investor, except as set forth in Schedule 5.10 of the Company included in Investor Disclosure Schedule, each director and executive officer of Investor has filed with the SEC Documents complied in on a timely basis all material respects statements required with applicable accounting requirements respect to Investor by Section 16(a) of the Exchange Act and the published rules and regulations of thereunder. As used in this Section 5.10, the SEC term “file” shall be broadly construed to include any manner in which a document or other applicable rules and regulations information is furnished, supplied or otherwise made available to the SEC. No representation or warranty is being given with respect thereto at to any information relating to the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements Company Entities or the notes thereto Founder Members or (ii) their Affiliates contained in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the Additional Investor SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsDocuments.

SEC Documents. The Company Acquiror has made available furnished to Target a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filing filed with the SEC by Acquiror since June 23, 1999, and, prior to the Investors Effective Time, Acquiror will have furnished Target with true and complete copies of any additional documents filed with the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly by Acquiror prior to the date hereof by Effective Time (collectively, the Company, but which has not "Acquiror SEC Documents"). All documents required to be filed as exhibits to the Target SEC Documents have been so disclosedfiled, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither Acquiror nor any of its subsidiaries is in default thereunder where default would not reasonably be expected to have a material adverse effect on Acquiror. As of their respective filing dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, and rules and regulations none of the SEC promulgated thereunder and the Acquiror SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document. The financial statements of Acquiror, including the Company notes thereto, included in the Acquiror SEC Documents (the "Acquiror Financial Statements") were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time as of such inclusion. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles GAAP applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Qs, to as permitted by Form 10-Q of the extent they exclude footnotes or may be condensed or summary statements) and SEC). The Acquiror Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Acquiror and its subsidiaries at the dates thereof and the results of operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited interim statements, to normal normal, recurring year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto most recent balance sheet included in an Acquiror SEC Document to the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementshereof, there has been no Material Adverse Effect on Acquiror.

SEC Documents. The Company Focus has made available to the Investors Creditor true and complete copies of the SEC Documents. The Company Focus has not provided to the Investors Creditor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the CompanyFocus, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Focus included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Focus as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company Focus nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the CompanyFocus's past practices since the last date of such financial statements.

SEC Documents. The Company has made available to the Investors true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto or (iib) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. The Company Acquiror has made available furnished to Target a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Act), definitive proxy statement, and other filings filed with the SEC by Acquiror since April 1, 2000 and, prior to the Investors Effective Time, Acquiror will have furnished Target with true and complete copies of any additional documents filed with the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly by Acquiror prior to the date hereof by Effective Time (collectively, the Company, but which has not "Acquiror SEC Documents"). All documents required to be filed as exhibits to the Acquiror SEC Documents have been so disclosedfiled, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither Acquiror nor any of its subsidiaries is in default thereunder, except where default would not reasonably be expected to have a Material Adverse Effect on Acquiror. As of their respective filing dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and the Act, and rules and regulations none of the SEC promulgated thereunder and the Acquiror SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document which was filed prior to the date hereof. The financial statements of Acquiror, including the Company notes thereto, included in the Acquiror SEC Documents (the "Acquiror Financial Statements") were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time as of such inclusion. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Qs, to as permitted by Form 10-Q of the extent they exclude footnotes or may be condensed or summary statements) and SEC). The Acquiror Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Acquiror and its subsidiaries at the dates thereof and the results of operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited interim statements, to normal normal, recurring year-end audit adjustments). Neither the Company nor any Acquiror maintains a standard system of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, accounting established and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto administered in accordance with GAAPgenerally accepted accounting principles. The unaudited interim financial statements (balance sheet and income statement) of Acquiror at November 30, which was not fully reflected in2000 and for the eight-month period then ended are complete and correct in all material respects as of such date and for such period, reserved against or otherwise described were prepared in accordance with generally accepted accounting principles applied on a basis consistent throughout the period indicated therein and fairly present the financial condition and operating results of Acquiror as of such date and for the period covered thereby. Since the date of the most recent Quarterly Report on Form 10- Q filed by Acquiror with the SEC, other than as previously disclosed to Target there has been no Material Adverse Effect on Acquiror, other than fluctuations in the financial statements or market price of Acquiror's Common Stock as quoted on the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsNASDAQ National Market.

SEC Documents. The Company has made available shall timely file with the Commission, and provide to the Investors true and complete copies of the SEC Documents. The Purchaser concurrently therewith, all Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied as are specified in all material respects with the Exchange Act as being required to be filed by U.S. corporations that are subject to reporting requirements of the Exchange Act. In addition, the Company shall timely file with the NYSE and provide to the Purchaser concurrently therewith, all Company SEC Documents required to be filed therewith. Each Company SEC Document to be filed by the Company, when filed with the Commission or the NYSE, as the case may be, will comply with all applicable requirements of the Securities Act, the Exchange Act or the NYSE rules, as the case may be, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company and its Subsidiaries to be included in each Company SEC Document to be filed by the SEC Documents complied in all material respects Company will comply as to form, as of the date of its filing with the Commission, with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusion. Such financial statements have been thereto, will be prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) except, in the case of unaudited interim statements, to as permitted by the extent they exclude footnotes or may be condensed or summary statementsCommission) and will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments consistent with past practices and consistently applied). Neither Notwithstanding anything to the contrary contained in this SECTION 9.4, the Company nor shall not be deemed to be in default of this SECTION 9.4 if the Company is late in filing any Company SEC Document, PROVIDED that (a) such Company SEC Document is filed with the Commission within ten (10) Business Days after the filing was due, shall notify the Purchaser in writing of its subsidiaries has the late filing and (b) such late filing shall not in any material indebtedness, obligations or liabilities manner adversely affect the Purchaser's right to avail itself of any kind (whether accrued, absolute, contingent or otherwisethe benefits under Rule 144 promulgated under the Securities Act with respect to the Warrant Shares, and whether due or to become duePROVIDED FURTHER that the Company shall not rely on the grace period in this sentence on more than two (2) that would have been required to be reflected in, reserved against or otherwise described in occasions during the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course term of business consistent with the Company's past practices since the last date of such financial statementsthis Agreement.

SEC Documents. The Company has made available timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the Investors true and complete copies reporting requirements of the SEC Documents. The Company has not provided to Securities Exchange Act of 1934, as amended (the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the Company, but which has not been so disclosed“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, 1934 Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). The Company has not received any communication from the SEC, NASD or any other regulatory authority regarding any SEC Document or any disclosure contained therein. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they exclude may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither As of the Closing, the Company nor any of its subsidiaries has any material indebtednessno debts, obligations liabilities, obligations, direct, indirect, absolute or liabilities of any kind (contingent, whether accrued, absolute, contingent vested or otherwise, and whether due known or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statementsunknown.

SEC Documents. The Company Parent has made available filed and furnished all required reports, schedules, forms, statements and other documents that Parent was required to file with or furnish to the Investors true SEC under the Securities Act or the Exchange Act since August 31, 2005 (such documents, together with all exhibits and complete copies of schedules thereto and documents incorporated by reference therein collectively referred to herein as the “Parent SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed”). As of their respective datesdates (or if amended or superseded by a filing prior to the Effective Time, then on the date of such amending or superseding filing), the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act or Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Parent SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X of the extent they exclude footnotes or may be condensed or summary statementsSEC) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). Neither Except as set forth in the Company nor any Parent SEC Documents or as is disclosed in Section 4.5 of its subsidiaries the Parent Disclosure Schedule, Parent has any material indebtedness, obligations or liabilities of any kind (whether accrued, absoluteno liabilities, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not other than liabilities incurred in the ordinary course of business consistent with which, under GAAP, are not required to be reflected in the Company's past practices since financial statements included in the last date Parent SEC Documents and which, individually or in the aggregate, are not material to the consolidated business or financial condition of such financial statementsParent and its Subsidiaries taken as a whole. The Parent SEC Documents include, among other things, all disclosure of material developments required by Form 8-K, and except for the transaction contemplated by this Agreement, there is no material non-public information concerning the business, prospects, operations and prospects of the Parent and its subsidiaries taken as a whole that are not disclosed in the Parent SEC Documents.

SEC Documents. Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to SGI or its representative, or made available to through the Investors SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, Act and the rules and regulations of the SEC promulgated thereunder and applicable to the SEC Documents did not contain Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither No other information provided by or on behalf of the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, SGI which was is not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents Documents, including, without limitation, information referred to in Section 4(i) of this Agreement, contains any untrue statement of a material fact or was not incurred omits to state any material fact necessary in order to make the statements therein, in the ordinary course light of business consistent with the Company's past practices since the last date of such financial statementscircumstance under which they are or were made and not misleading.

SEC Documents. The Company has made available filed all reports required to be filed by it under the Investors true and complete copies Securities Exchange Act of 1934, as amended (the SEC Documents. The Company has not provided "EXCHANGE ACT"), including pursuant to Section 13(a) or 15(d) thereof, for the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC DOCUMENTS" and, together with the Schedules to this Agreement furnished by or on behalf of the Company, but which the "DISCLOSURE MATERIALS") on a timely basis, or has not been so disclosedreceived a valid extension of such time of filing. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, Act and the published rules and regulations of the SEC Commission promulgated thereunder thereunder, and none of the SEC Documents did not contain Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations Commission with respect thereto at the time of such inclusionthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended (ended, subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither Since the Company nor any date of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents Company's last filed Quarterly Report on Form 10-Q or was not incurred in the ordinary course of business consistent last filed Annual Report on Form 10-K, whichever has been most recently filed with the Company's past practices Commission, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the Disclosure Materials, except for the depletion of cash resources of the Company since the last date of such financial statementsJune 30, 1996.