Common use of Commission Documents, Financial Statements Clause in Contracts

Commission Documents, Financial Statements. The Company has made available to the Purchaser prior to the date of this Agreement through the XXXXX system, true and complete copies of the Company’s most recent Annual Report (the “Form 10-K”) on Form 10-K for the fiscal year ended December 31, 2017 (the “10-K Date”), and all other reports, schedules, forms, statements and other documents required to be filed by the Company pursuant to the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, since December 31, 2015 (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). The Company has not provided to the Purchasers any material non-public information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the time of their filing, other than the timeliness of the filings, each Commission Document complied in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, at the time of its filing, each Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company and its subsidiaries included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles as in effect in the United States (“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 may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries 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 financial statements, to normal year-end audit adjustments as permitted by Form 10-Q promulgated by the Commission).

Commission Documents, Financial Statements. The Company has made available to the Purchaser prior to the date of this Agreement Purchasers through the XXXXX system, true and complete copies of the Company’s most recent Annual Report (the “Form 10-K”) on Form 10-K for the fiscal year ended December 31, 2017 2015 (the “Form 10-K DateK”), and all other reports, schedules, forms, statements and other documents required to be filed by the Company pursuant to the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, since December 31, 2015 (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). The Company has not provided to the Purchasers any material non-public information or 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, other than with respect to the transactions contemplated by this Agreement. At the time of their filing, other than the timeliness of the filings, each Commission Document complied in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, at the time of its filing, each Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company and its subsidiaries included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles as in effect in the United States (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries subsidiary 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 financial statements, to normal year-end audit adjustments as permitted by Form 10-Q promulgated by the Commissionadjustments).

Commission Documents, Financial Statements. The Company has made available Company’s Common Stock is registered pursuant to the Purchaser prior to the date of this Agreement through the XXXXX system, true and complete copies Section 12(b) or 12(g) of the Company’s most recent Annual Report Securities Exchange Act of 1934, as amended (the “Form 10-K”) on Form 10-K for the fiscal year ended December 31, 2017 (the “10-K DateExchange Act”), and the Company has timely filed all other reports, schedules, forms, statements and other documents required to be filed by it with the Company Commission pursuant to the Securities Act and reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) thereof, since December 31, 2015 of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). The Company has not provided to maintained all requirements for the Purchasers any material noncontinued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq National Market. As of its date, the Company’s Form 10-public information whichK for the year ended December 31, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the time of their filing, other than the timeliness of the filings, each Commission Document 2002 complied in all material respects with the requirements of the Securities Exchange Act or Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documentsdocument, and, at the time as of its filingdate, each Commission Document after giving effect to the information disclosed and incorporated by reference therein, such Form 10-K 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. As of their respective dates, the financial statements of the Company and its subsidiaries included in the Commission Documents filed with the Commission since December 31, 2002 complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles as in effect in the United States (“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 may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries 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 financial statements, to normal year-end audit adjustments as permitted by Form 10-Q promulgated by the Commission).

Commission Documents, Financial Statements. i) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Purchaser prior to the date of this Agreement through the Investor via XXXXX system, or otherwise true and complete copies of the Company’s most recent Annual Report Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the “2010 Form 10-K”) on Form 10-K for the fiscal year ended December 31, 2017 (the “10-K Date”), and all other reports, schedules, forms, statements and other documents required to be filed by the Company pursuant has delivered or made available to the Securities Act Investor via XXXXX or otherwise true and the Exchange Act complete copies of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, since December 31, 2015 (all of the foregoing, including filings Commission Documents heretofore incorporated by reference therein, being referred to herein as in the “Commission Documents”)Registration Statement and the Prospectus. The Company has not provided to the Purchasers Investor any material non-public information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the time As of their filing, other than the timeliness of the filingsits filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2010 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documentsit, and, at the time as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), each such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective datesEach Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall 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. (a) The financial statements statements, together with the related notes and schedules, of the Company and its subsidiaries included in the Commission Documents complied comply as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission or and all other applicable rules and regulations with respect thereto. Such financial statements statements, together with the related notes and schedules, have been prepared in accordance with generally accepted accounting principles as in effect in the United States (“GAAP”) 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 may not include footnotes or may be condensed or summary statementsstatements and are subject to normal year-end audit adjustments), and fairly present in all material respects the financial position condition of the Company and its subsidiaries consolidated Subsidiaries 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 financial statements, to normal year-end audit adjustments adjustments). (b) The Company has timely filed with the Commission and made available to the Investor via XXXXX or otherwise all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”)) with respect to all relevant Commission Documents. The Company is in compliance in all material respects with the provisions of SOXA applicable to it as permitted of the date hereof. The Company maintains disclosure controls and procedures required by Form 10-Q promulgated Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the timely and accurate preparation of the Company’s Commission filings and other public disclosure documents. As used in this Section 4.6(c), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Commission. (c) To the Company’s knowledge, KPMG LLP and Ernst & Young LLP, who have expressed their opinions on the audited financial statements and related schedules included or incorporated by reference in the Registration Statement and the Base Prospectus are, with respect to the Company, independent public accountants as required by the Commission)Securities Act and are independent registered public accounting firms within the meaning of SOXA as required by the rules of the Public Company Accounting Oversight Board.

Commission Documents, Financial Statements. The Company has made available is required to the Purchaser prior to the date of this Agreement through the XXXXX systemfile Forms 10-K, true 10-Q and complete copies 8-K under Section 15(d) of the Company’s most recent Annual Report Securities Exchange Act of 1934, as amended (the “Form 10-K”) on Form 10-K for the fiscal year ended December 31, 2017 (the “10-K DateExchange Act”), and the Company has filed all other reports, schedules, forms, statements and other documents required to be filed by it with the Company Commission pursuant to the Securities Act and reporting requirements of the Exchange Act, including material filed pursuant to Section 15(d) of the Exchange Act of 1934from November, as amended (2011 through the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, since December 31, 2015 date hereof (all of the foregoing, foregoing including filings incorporated by reference therein, therein being referred to herein as the “Commission Documents”). The Company has made available to each of the Purchasers true and complete copies of the Commission Documents. The Company has not provided to the Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions transaction contemplated by this Agreement. At the time times of their filing, other than the timeliness of the respective filings, each the Commission Document Documents complied in all material respects with the requirements of the Securities Exchange Act or Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, documents and, at as for their respective dates, none of the time of its filing, each Commission Document did not contain 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. As of their respective dates, the The financial statements of the Company and its subsidiaries included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles as in effect in the United States (“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 may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries 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 financial statements, to normal year-end audit adjustments as permitted by Form 10-Q promulgated by the Commissionadjustments).

Commission Documents, Financial Statements. The Company has made available to the Purchaser prior to the date of this Agreement Purchasers through the XXXXX system, true and complete copies of the Company’s most recent Annual Report (the “Form 10-K”) on Form 10-K for the fiscal year ended December 31, 2017 2012 (the “Form 10-K DateK”), and all other reports, schedules, forms, statements and other documents required to be filed by the Company pursuant to the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, since December 31, 2015 2012 (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). The Company has not provided to the Purchasers any material non-public information or 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, other than with respect to the transactions contemplated by this Agreement. At the time of their filing, other than the timeliness of the filings, each Commission Document complied in all material respects with the requirements of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, at the time of its filing, each Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company and its subsidiaries included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles as in effect in the United States (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries subsidiary 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 financial statements, to normal year-end audit adjustments as permitted by Form 10-Q promulgated by the Commissionadjustments).

Commission Documents, Financial Statements. The Company has made available Company’s Common Shares are registered pursuant to the Purchaser prior to the date of this Agreement through the XXXXX system, true and complete copies Section 12(b) or 12(g) of the Company’s most recent Annual Report Securities Exchange Act of 1934, as amended (the “Form 10-K”) on Form 10-K for the fiscal year ended December 31, 2017 (the “10-K DateExchange Act”), and since January 1, 2019, the Company has timely filed all other reports, schedules, forms, statements and other documents required to be filed by it with the Company Commission pursuant to the Securities Act and reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) thereof, since December 31, 2015 of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). The Company’s Common Shares are currently listed or quoted on the NYSE. The Company has is not provided to the Purchasers any material non-public information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the time of their filing, other than the timeliness in violation of the filingslisting requirements of the NYSE and has no knowledge of any facts that would reasonably lead to delisting or suspension of its common shares from the NYSE in the foreseeable future. The Company is an “Early Stage Company” as defined in Section 312.03 of the NYSE Listing Company Manual as of the date hereof. As of its date, each Commission Document filed since January 1, 2019, complied in all material respects with the requirements of the Securities Exchange Act or Exchange Act, as applicable, and the rules and ACTIVE/104417657.16 regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documentsdocument, and, at the time as of its filingdate, each after giving effect to the information disclosed and incorporated by reference therein, no such Commission Document did not contain since January 1, 2019, 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 their respective dates, the financial statements of the Company and its subsidiaries included in the Commission Documents filed with the Commission since January 1, 2019, complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles as in effect in the United States (“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 may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries 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 financial statements, to normal year-end audit adjustments as permitted by Form 10-Q promulgated by the Commissionadjustments).

Commission Documents, Financial Statements. The Company has made available Company's Common Stock is registered pursuant to the Purchaser prior to the date of this Agreement through the XXXXX system, true and complete copies Section 12(b) or 12(g) of the Company’s most recent Annual Report Securities Exchange Act of 1934, as amended (the “Form 10-K”) on Form 10-K for the fiscal year ended December 31, 2017 (the “10-K Date”"EXCHANGE ACT"), and the Company has timely filed all other reports, schedules, forms, statements and other documents required to be filed by it with the Company Commission pursuant to the Securities Act and reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) thereof, since December 31, 2015 of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”"COMMISSION DOCUMENTS"). The Company has not provided to maintained all requirements for the Purchasers any material noncontinued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq National Market. As of its date, the Company's Form 10-public information whichK for the year ended December 31, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the time of their filing, other than the timeliness of the filings, each Commission Document 2002 complied in all material respects with the requirements of the Securities Exchange Act or Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documentsdocument, and, at the time as of its filingdate, each Commission Document after giving effect to the information disclosed and incorporated by reference therein, such Form 10-K 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. As of their respective dates, the financial statements of the Company and its subsidiaries included in the Commission Documents filed with the Commission since December 31, 2002 complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles as in effect in the United States (“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 may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries 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 financial statements, to normal year-end audit adjustments as permitted by Form 10-Q promulgated by the Commission).

Commission Documents, Financial Statements. The Company has made available is a filer pursuant to the Purchaser prior to the date of this Agreement through the XXXXX system, true and complete copies Section 13(a) of the Company’s most recent Annual Report Securities Exchange Act of 1934, as amended (the “Form 10-K”) on Form 10-K for the fiscal year ended December 31, 2017 (the “10-K DateExchange Act”), and since January 1, 2005, the Company has timely filed all other reports, schedules, forms, statements and other documents required to be filed by it with the Company Commission pursuant to the Securities Act and reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) thereof, since December 31, 2015 of the Exchange Act (all of the foregoing, foregoing including filings incorporated by reference therein, and together with the SEC Documents being referred to herein as the “Commission Documents”). The Company has delivered or made available to each of the Investors true and complete copies of the Commission Documents. The Company has not provided to the Purchasers Investors any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the time times of their filing, other than the timeliness of the respective filings, each Commission Document the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, at as of their respective dates, none of the time of its filing, each Commission Document did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company and its subsidiaries included in the Commission Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles as in effect in the United States (“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 may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries 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 financial statements, to normal year-end audit adjustments as permitted by Form 10-Q promulgated by the Commissionadjustments).

Commission Documents, Financial Statements. The Company has made available is required to the Purchaser prior file periodic and other reports pursuant to the date of this Agreement through the XXXXX system, true and complete copies Section 12(g) of the Company’s most recent Annual Report Securities Exchange Act of 1934, as amended (the “Form 10-K”) on Form 10-K for the fiscal year ended December 31, 2017 (the “10-K DateExchange Act”), and the Company has filed all other reports, schedules, forms, statements and other documents required to be filed by it with the Company United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) thereof, since December 31, 2015 of the Exchange Act (all of the foregoing, foregoing including filings incorporated by reference thereintherein are also included when referring to the SEC Documents, being referred as defined below). The Company has delivered or made available to herein as each of the “Commission Documents”)Purchaser true and complete copies of the SEC Documents which are not otherwise available on the SEC’s XXXXX system. The Company has not provided to the Purchasers Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. At the time times of their filing, other than the timeliness of the respective filings, each Commission Document the Company’s Form 10-KSB/A for the year ended December 31, 2006, including the accompanying financial statements (the “Form 10-KSB/A”) and the Company’s Form 10-QSB/A for the fiscal quarter ended May 31, 2007 (the “Form 10-KSB/A” and collectively with the Form 10-KSB/A, the “SEC Documents”) complied in all material respects with the requirements of the Securities Exchange Act or Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents, and, at as of their respective dates, none of the time of its filing, each Commission Document did not contain Form 10-KSB/A and the Form 10-QSB/A 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, unless the same has heretofore been amended or corrected by a subsequent filing available on the SEC’s XXXXX system. As of their respective dates, the The financial statements of the Company and its subsidiaries included in the Commission SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles as in effect in the United States (“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 may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries 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 financial statements, to normal year-end audit adjustments as permitted by Form 10-Q promulgated by the Commissionadjustments).