Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. (i) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (furnished, as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis basis, all forms, statements, certifications, reports and documents required to be filed by it with or furnished by it to the SEC by the Company under pursuant to the Exchange Act or the Securities Act of 1933since June 19, as amended 2018 (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, other documents filed with or furnished to the SEC since June 19, 2018 and those filed with or furnished to the Applicable Date through SEC subsequent to the date hereof, including any amendments thereto, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, furnished complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "“Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder ”) applicable to the Company Reports. As of their respective dates (or, if amendedamended prior to the date hereof, as of the date of such amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading. Since January 1, 2019, the Company has not consummated any unregistered offering of securities that by the terms of such offering requires subsequent registration under the Securities Act. (iib) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company Reports, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “chief executive officer” and “chief financial officer” have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have outstanding nor has it arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. As of the date hereof, to the Knowledge of the Company, there is no reason to believe that the Company’s chief executive officer and chief financial officer will not be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act in connection with the filing of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020. (c) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Affiliates has made, arranged or modified (in any material respect) any extensions of credit in the form of a personal loan to any executive officer or director of the Company. (iiid) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed effective to ensure that all information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's ’s filings with the SEC and other public disclosure documents. The Company’s internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that are in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) have been evaluated for effectiveness provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the Xxxxxxxx-Xxxxx Act GAAP, and the results that receipts and expenditures of such evaluations have been disclosed in the Company Reports to are being made only in accordance with authorizations of management and directors of the extent required by Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Xxxxxxxx-Xxxxx Act. Company’s assets that could have a material effect on its financial statements. (e) The Company has disclosed, based on its the most recent evaluation by its chief executive officer and its chief financial officer prior to the date of this Agreementhereof, to the Company's outside ’s auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivBoard, (i) of the Company Disclosure Schedule any significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies information and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls control over financial reporting. (f) Each of the balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) presents fairly, in all material respects, the financial position of the Company as of its date and each of the related statements of operations and comprehensive loss, of redeemable convertible preferred stock and stockholders’ equity (deficit) and of cash flows included in, or incorporated by reference into, the Company Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect in accordance with GAAP consistently applied during the periods involved, except as may be noted therein). Each such balance sheet or related statements of operations and comprehensive loss, of redeemable convertible preferred stock and stockholders’ equity (deficit) and of cash flows included in or incorporated by reference into the Company Reports (including the related notes and schedules) complied as to form at the time it was filed (or, if amended prior to the date hereof, as of the date of such amendment) in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and was prepared in conformity with GAAP (except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). (g) The Company is not a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or other Company Reports.

Company Reports; Financial Statements. (i) The Company has filed with or furnished to (furnished, as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis basis, all forms, statements, certifications, reports and documents required to be filed with or furnished by it with the SEC pursuant to the SEC by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the "“Securities Act") ”), since January 1December 31, 2004 2010 (the "“Applicable Date"”) (such the forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, documents filed or furnished since the Applicable Date through and those filed or furnished subsequent to the date hereofof this Agreement, including any amendments thereto, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, complied will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "“Xxxxxxxx-Xxxxx Act"”), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NASDAQ. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to any executive officer or director of the Company. For purposes of this Agreement, the term “Affiliate” when used with respect to any party shall mean any Person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act. (iii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the forms, statements, certifications, reports and documents filed with or furnished to the SEC is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company’s board of directors (A) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and audit committee of the Company’s board of directors any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has provided to Parent prior to the date of this Agreement (i) a summary of any such disclosure made by management to the Company’s auditors and audit committee since the Applicable Date and (ii) any communication since the Applicable Date made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of the NASDAQ, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since the Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has provided to Parent prior to the date of this Agreement a summary of all complaints or concerns relating to other matters made since the Applicable Date through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the board of directors or the board of directors pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in instances not required by those rules. (iv) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects, or, in the case of Company Reports filed after the date of this Agreement, will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries and Joint Ventures as of its date and each of the consolidated balance sheets, consolidated statements of operationscomprehensive income, consolidated changes in stockholders' ’ equity and consolidated statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects, or in the case of Company Reports filed after the date of this Agreement, will fairly present in all material respects the consolidated results of operations, retained earnings (loss) and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries and Joint Ventures for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 therein or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingnotes thereto.

Company Reports; Financial Statements. (ia) The Each of the Company and HECO has furnished or filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all reports, schedules, forms, statements, certifications, reports statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with or furnished to the SEC by the Company under or HECO with the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") SEC since January 1, 2004 (the "Applicable Date") 2012 (such forms, statements, certifications, reports and documents, including together with all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereoffinancial statements, including any amendments theretothe Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement, the "Form S-4 and the Spin-Off Registration Statement, being collectively referred to as the “Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, Report (i) at the time of its filing or being furnishedfiled, complied in all material respects with the applicable requirements of the Securities Exchange Act, the Exchange Securities Act and or the Xxxxxxxx-Xxxxx Act of 2002 (including the "rules and regulations promulgated thereunder, collectively the “Xxxxxxxx-Xxxxx Act"”), as the case may be, and any the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company Reports. As of their respective dates time it was filed (or, or if amended, as of amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), the Company Reports 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 in under which they were made, not misleading. Each of the consolidated financial statements of the Company or of HECO included in the Company Reports (the “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company, HECO and the Company’s consolidated Subsidiaries, as the case may be, as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited quarterly financial statements, to normal year-end audit adjustments). Other than HECO, none of the Company Subsidiaries is, or has at any time since January 1, 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (iib) The Each of the Company and the Company Subsidiaries is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules and regulations of NASDAQ. NYSE. Neither the Company nor any Company Subsidiary has outstanding (iii) Each nor has arranged or modified since the enactment of the consolidated balance sheets included in or incorporated by reference into Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position meaning of Section 402 of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in Xxxxxxxx-Xxxxx Act) to directors or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting executive officers (as required by defined in Rule 13a-15(a) 3b-7 under the Exchange Act) that of the Company. (c) As of the date hereof, there are designed no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company or any Company Subsidiary relating to provide the Company Reports applicable to them. None of the Company Reports is, to the Knowledge of the Company as of the date hereof, the subject of ongoing SEC review. (d) Neither the Company nor any Company Subsidiary is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or a Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or a Company Subsidiary in the Company Financial Statements or other Company Reports. (e) Neither the Company nor any Company Subsidiary has any liabilities of any nature (whether accrued, absolute, contingent or otherwise required by GAAP to be set forth on a consolidated balance sheet of the Company and the Company Subsidiaries), except liabilities (i) reflected or reserved against in the most recent audited balance sheet (including the notes thereto) of the Company and the Company Subsidiaries included in the Company Reports filed prior to the date hereof, (ii) incurred in the ordinary course of business consistent with past practice after December 31, 2013, (iii) incurred in connection with the Integrated Mergers or any other transaction or agreement contemplated by this Agreement or (iv) that, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect. (f) The Company maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPGAAP in all material respects. The Except as has not had, and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company maintains “disclosure controls and procedures procedures” required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) Act that are designed effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of the Company's ’s filings with the SEC and other public disclosure documents, documents and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's ’s outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivBoard (A) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of under the Exchange Act) that would are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls information and (B) any fraud, known to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls over financial reporting.

Company Reports; Financial Statements. The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since October 31, 1998, including (i) The Company has the Company's Annual Reports on Form 10-K for the years ended October 31, 1998 and October 31, 1999 and (ii) the Company's Quarterly Report on Form 10-Q for the period ended July 31, 2000, each in the form (including exhibits, annexes and any amendments thereto) filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documentscollectively, including all exhibits, appendices and attachments included or incorporated therein, any such reports filed or furnished since the Applicable Date through subsequent to the date hereof, including any amendments thereto, the "Company ReportsCOMPANY REPORTS"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date hereof 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 statements made therein, in light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) . Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects respects, or, in the case of Company Reports filed with the SEC subsequent to the date hereof, will fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity income and cash flows of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects respects, or, in the consolidated case of Company Reports filed with the SEC subsequent to the date hereof, will fairly present in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries on a consolidated Subsidiaries basis for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (ia) The Company has furnished or filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all reports, schedules, forms, statements, certifications, reports statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with or furnished to the SEC by the Company under with the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") SEC since January 1, 2004 (the "Applicable Date") 2022 (such forms, statements, certifications, reports and documents, including together with all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereoffinancial statements, including any amendments theretothe Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the "Proxy Statement, being collectively referred to as the “Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, Report (i) at the time of its filing furnished or being furnishedfiled, complied in all material respects with the applicable requirements of the Securities Exchange Act, the Exchange Securities Act and or the Xxxxxxxx-Xxxxx Act of 2002 (including the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company Reports. As of their respective dates time it was filed (or, or if amended, as of amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), the Company Reports 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 in under which they were made, not misleading. ; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements. Each of the consolidated financial statements of the Company included in the Company Reports (iithe “Company Financial Statements”) The Company is in compliance complied at the time it was filed as to form in all material respects with applicable accounting requirements and the applicable listing and corporate governance published rules and regulations of NASDAQ. the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (iii“GAAP”) Each (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the consolidated balance sheets included SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in or incorporated by reference into the Company Reports (including the related notes thereto) and schedules) fairly presents in all material respects respects, in accordance with GAAP, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end adjustmentsaudit adjustments and any other adjustments stated therein or in the notes thereto). (b) Neither the Company nor any Company Subsidiary has any liability of any nature that is required by GAAP to be set forth on a consolidated balance sheet of the Company and the Company Subsidiaries, except liabilities (i) reflected or reserved against in the unaudited balance sheet (including the notes thereto) of the Company and the Company Subsidiaries as of September 30, 2023 included in the quarterly report of the Company on Form 10-Q for the quarter ended September 30, 2023, (ii) incurred in the ordinary course of business after September 30, 2023 (none of which is a liability relating to or arising from breach of Contract, tort, violation of Law, or infringement or misappropriation), (iii) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement or (iv) that have not had and would not reasonably be expected to have, individually or in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on the aggregate, a consistent basis, except as may be noted otherwise thereinCompany Material Adverse Effect. All To the Knowledge of the Company's Subsidiaries , none of the Company Reports is the subject of ongoing SEC review or an outstanding SEC investigation and there are consolidated for accounting purposesno outstanding or unresolved comments received from the SEC with respect to any of the Company Reports, or any resolved comments received from the SEC that have not yet been reflected in the Company Reports. (ivc) The Company and its Subsidiaries have implemented and maintained maintains a system of “internal accounting controls and control over financial reporting reporting” (as required by defined in Rule 13a-15(a13a-15(f) or 15d-15(f), as applicable, under the Exchange Act) that are designed to provide ). Such internal control over financial reporting is effective in providing reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPGAAP in all material respects. The Company maintains “disclosure controls and procedures procedures” required by Rule 13a-15 13a-15(e) or 15d-15 15d-15(e) under the Exchange Act. Such disclosure controls and procedures (i) Act that are designed effective in all material respects to ensure that information required to be disclosed by the Company in the reports it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis and that all such information is accumulated and communicated to the individuals responsible for Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications required pursuant to Sections 302 and 906 of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Actregulations promulgated thereunder). The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's ’s outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivBoard (i) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of under the Exchange Act) that would are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls information and (ii) any fraud, known to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls over financial reporting; each such deficiency, weakness or fraud so disclosed, if any, has been disclosed to Parent in writing prior to the date of this Agreement. (d) Since January 1, 2022, the Company has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations thereunder, as amended from time to time. The shares of Company Common Stock are listed on the NYSE, and, since January 1, 2022, the Company has complied in all material respects with the applicable listing and corporate governance requirements of the NYSE.

Company Reports; Financial Statements. (ia) The Company has furnished or filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all reports, schedules, forms, statements, certifications, reports statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with or furnished to the SEC by the Company under with the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") SEC since January 1, 2004 (the "Applicable Date") 2015 (such forms, statements, certifications, reports and documents, including together will all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereoffinancial statements, including any amendments theretothe Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the "Proxy Statement, being collectively referred to as the “Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, Report (i) at the time of its filing furnished or being furnishedfiled, complied in all material respects with the applicable requirements of the Securities Exchange Act, the Exchange Securities Act and or the Xxxxxxxx-Xxxxx Act of 2002 (including the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company Reports. As of their respective dates time it was filed (or, or if amended, as of amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), the Company Reports 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 in under which they were made, not misleading. . Each of the consolidated financial statements of the Company included in the Company Reports (iithe “Company Financial Statements”) The Company is in compliance complied at the time it was filed as to form in all material respects with applicable accounting requirements and the applicable listing and corporate governance published rules and regulations of NASDAQ. the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (iii“GAAP”) Each (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the consolidated balance sheets included SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in or incorporated by reference into the Company Reports (including the related notes thereto) and schedules) fairly presents present in all material respects respects, in accordance with GAAP, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (b) Neither the Company nor any Company Subsidiary has any liability of any nature that is required by GAAP to be set forth on a consolidated balance sheet of the Company and the Company Subsidiaries, except liabilities (i) reflected or reserved against in the most recent balance sheet (including the notes thereto) of the Company and the Company Subsidiaries included in the Company Reports filed prior to the date hereof, (ii) incurred in the ordinary course of business after September 30, 2015 (the “Balance Sheet Date”), (iii) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement or (iv) that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company and its Subsidiaries have implemented and maintained maintains a system of “internal accounting controls and control over financial reporting reporting” (as required by defined in Rule 13a-15(a) 13a-15 or 15d-15, as applicable, under the Exchange Act) that are designed to provide ). Such internal control over financial reporting is effective in providing reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPGAAP in all material respects. The Except as has not had, and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company maintains “disclosure controls and procedures procedures” required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) Act that are designed effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of the Company's ’s filings with the SEC and other public disclosure documents, documents and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's ’s outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivBoard (1) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of under the Exchange Act) that would are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls information and (2) any fraud, known to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls over financial reporting.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (furnished, as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis basis, all forms, statements, certifications, reports and documents required to be filed with or furnished to by it with the SEC by the Company under pursuant to the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act") ”), since January 1, 2004 2010 (the "“Applicable Date"”) (such the forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, other documents filed or furnished since the Applicable Date through and those filed or furnished subsequent to the date hereof, including any amendments theretoor exhibits thereto and the documents incorporated by reference therein, collectively, the "“Company Reports"”). None No Subsidiary of the Company's Subsidiaries Company is or has been required to file or furnish any documents periodic reports with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, applicable accounting standards and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (as amended and including the "Xxxxxxxxrules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act"”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each as in effect on such dates. As of their respective dates (or, if amendedamended prior to the date hereof, as of the date of such amendment), the Company Reports did not 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 light of the circumstances in which they were made, not misleading. (iib) The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in compliance accordance with United States generally accepted accounting principles (“GAAP”) and includes policies and procedures that (i) pertain to the maintenance of records that in all reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material respects with the applicable listing and corporate governance rules and regulations of NASDAQeffect on its financial statements. (iiic) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date date, and each of the consolidated statements of operationsincome, stockholders' changes in shareholders’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents presents, in all material respects respects, the consolidated results of operations, retained earnings and changes in financial positionshareholders’ equity and cash flows, as the case may be, of the Company and its consolidated Subsidiaries such companies for the periods set forth therein (subject, in the case of unaudited interim statements, to notes and normal year-end adjustmentsaudit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, GAAP and the rules and standards of the Public Company Accounting Oversight Board except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (ivd) The Company and its Subsidiaries have has implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(fRules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its Subsidiaries, required to be included in reports filed under the Exchange Act is made known to the chief executive officer and chief financial officer of the Company or other persons performing similar functions by others within those entities. Neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures which would reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company data, in each case which has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have not been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingsubsequently remediated.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documentscollectively, including all exhibits, appendices and attachments included or incorporated therein, any such reports filed or furnished since the Applicable Date through subsequent to the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date hereof 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 statements made therein, in light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) . Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity income and cash flows of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (ivii) The Company has made available to Parent true and its complete copies of the annual and quarterly statements of each of the Company Insurance Subsidiaries have implemented as filed with the applicable insurance regulatory authorities for the years ended December 31, 1994, 1995 and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting 1996 and the preparation of financial statements quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in accordance with GAAPconnection therewith (collectively, the "Company SAP Statements"). The Company maintains disclosure controls and procedures required by Rule 13a-15 SAP Statements were prepared in conformity with statutory accounting practices prescribed or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed permitted by the Company is recorded and reported on a timely basis to the individuals responsible applicable insurance regulatory authority consistently applied for the preparation periods covered thereby and present fairly the statutory financial position of such Company Insurance Subsidiaries as at the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act respective dates thereof and the results of operations of such evaluations have Subsidiaries for the respective periods then ended. The Company SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and, to the knowledge of the executive officers of the Company, no material deficiency has been disclosed asserted with respect to any Company SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. The statutory balance sheets and income statements included in the Company Reports SAP Statements have been audited by Price Waterhouse LLP, and the Company has made available to the extent required by the Xxxxxxxx-Xxxxx ActParent true and complete copies of all audit opinions related thereto. The Company has disclosedmade available to Parent true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies since January 1, based on its most recent evaluation prior 1994 relating to the date of Company Insurance Subsidiaries. The term "knowledge" when used in this Agreement, Agreement with respect to the Company's outside auditors and the audit committee of the board of directors executive officers of the Company and identified in Section 5.1(e)(iv) shall mean the actual knowledge, after reasonable inquiry, of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) executive officers of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (i) The filings required to be made by the Company has since December 31, 2009 under the Securities Act and the Exchange Act have been filed with or furnished to (as applicable) the Securities and Exchange Commission (the "“SEC") on a timely basis ”), including all forms, registration, proxy and information statements, certificationsreports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the statutes and the rules and regulations thereunder (collectively, including any amendments of any such reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through prior to the date hereof, including any amendments thereto, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As Reports as of their respective dates (ordates, if amended, as of after giving effect to any amendments or supplements thereto filed prior to the date of such amendment)hereof, the Company Reports 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 made therein, in light of the circumstances in which they were made, therein not misleading. (ii) The consolidated financial statements of the Company is and its Subsidiaries included in compliance such Company Reports complied as of the effective, file or release dates thereof, as applicable, as to form in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date date, and each of the consolidated statements of operations, stockholders' equity income and consolidated statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents presents, in all material respects respects, the consolidated results of operations, retained earnings cash flows and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All Any change by the Company in the accounting principles, practices or methods used in such financial statements of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have included in the Company Reports has been appropriately disclosed in such financial statements. (iii) The management of the Company has (A) implemented (x) disclosure controls and maintained procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to the management of the Company by others within those entities and (y) a system of internal accounting controls and control over financial reporting (as required by defined in Rule 13a-15(a13a-15(f) under of the Exchange Act) that are designed sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (iiB) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's ’s outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivBoard (x) of the Company Disclosure Schedule any all known significant deficiencies and material weaknesses in the design or operation of its internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would which are reasonably be likely to materially and adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies data and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (y) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls control over financial reporting. Any such significant deficiency, material weakness or fraud is described in Section 5.1(e)(iii) of the Company Disclosure Letter. Since December 31, 2011 (the “Audit Date”), there has not been any material change in the Company’s internal control over financial reporting. The Company is in material compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the rules and regulations promulgated thereunder. (iv) Since the Audit Date, (x) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding failure to comply with applicable Law or U.S. GAAP in respect of the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods since the Audit Date, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (y) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after the Audit Date, by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company. (v) Each of the “principal executive officer” (as such term is used in the Xxxxxxxx-Xxxxx Act) and the “principal financial officer” (as such term is used in the Xxxxxxxx-Xxxxx Act) of the Company has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications were true and accurate as of the date such certifications were made and have not been modified or withdrawn.

Company Reports; Financial Statements. (i) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "“SEC") on a timely basis all ”), the forms, statements, certifications, reports and other documents required to be filed by it since December 31, 2002 under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act (any such forms, reports and other documents, including any amendments of or supplements thereto, filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through prior to the date hereof, including any amendments thereto, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the The Company Reports, at the time of its filing or being furnishedwhen filed, complied were in compliance in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to thereunder. None of the Company Reports. As , as of their respective dates (the filing date or, if amended, as of the date of such amendment)the last amendment was filed, the Company Reports 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 made therein, in the light of the circumstances in under which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedulesschedules thereto) fairly presents presented, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date date, and each of the consolidated statements of operations, stockholders' equity income (loss) and consolidated statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedulesschedules thereto) fairly presents presented, in all material respects respects, the consolidated results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes the absence of notes, similar presentation items and normal year-end audit adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basisduring the periods presented, except as may be have been noted otherwise thereintherein or, in the case of unaudited interim financial statements, as may have been permitted by Form 10-Q under the Exchange Act. (iii) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). All of Such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company's Subsidiaries ’s principal executive officer and its principal financial officer by others within those entities. Such disclosure controls and procedures are consolidated for accounting purposeseffective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. (iv) The Company and its Subsidiaries have implemented established and maintained a system of internal accounting controls and control over financial reporting (as required by defined in Rule 13a-15(a) 13a-15 under the Exchange Act) that (“internal controls”). Such internal controls are designed sufficient to provide reasonable assurances assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. GAAP, including reasonable assurance (i) that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, U.S. GAAP and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of Company assets that could have been evaluated for a material effect on the Company’s financial statements. The Company’s management, with the participation of the Company’s principal executive and financial officers, has completed its assessment of the effectiveness of the Company’s internal controls over financial reporting in accordance compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) for the year ended December 31, 2004, and such assessment concluded that such internal controls were effective using the results of such evaluations have been disclosed framework specified in the Company Reports to the extent required by the XxxxxxxxCompany’s Form 10-Xxxxx ActK filed on March 16, 2005. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreementhereof, to the Company's outside ’s auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv(x) of the Company Disclosure Schedule any significant deficiencies and or material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would which are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies information and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. The Company has made available to Parent a summary of any such disclosure made by its management to the Company's ’s auditors and audit committee since December 31, 2002. (v) Except as set forth on Schedule 4.1(e)(v) of the Company Disclosure Schedules, since December 31, 2002, (i) neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls over financial reportingand (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of U.S. federal or state securities Laws, a material breach of fiduciary duty or similar material violation by the Company, any of its Subsidiaries or any of their respective officers, director, employees or agents to the chief legal counsel or the chief executive officer of the Company, the Board of Directors of the Company or any member or committee thereof. (vi) As used herein, the term “knowledge” or any similar formulation shall mean the actual knowledge of, with respect to the Company, only those persons set forth on Schedule 4.1(e)(vi) of the Company Disclosure Schedules and, with respect to Parent, only those persons set forth on Schedule 4.1(e)(vi) of the disclosure schedules delivered to the Company by Parent on or prior to the date hereof (the “Parent Disclosure Schedules”). (vii) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of SOX, taken any action prohibited by Section 402 of SOX.

Company Reports; Financial Statements. (i) The Company has filed with or furnished to (furnished, as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis basis, all forms, statements, certifications, reports and documents required to be filed with or furnished to by it with the SEC by the Company under pursuant to the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act") ”), since January 1, 2004 2009 (the "“Applicable Date"”) (such the forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, documents filed or furnished since the Applicable Date through and those filed or furnished subsequent to the date hereof, including any amendments thereto, the "“Company Reports"”). None No Subsidiary of the Company's Subsidiaries Company is or has been required to file or furnish any documents periodic reports with the SEC. Each of the Company Reports, at the time of its filing or being furnished, furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, applicable accounting standards and the Xxxxxxxx-Xxxxx Act of 2002 (as amended and including the "rules and regulations promulgated thereunder) (the “Xxxxxxxx-Xxxxx Act"”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amendedamended prior to the date hereof, as of the date of such amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading. (ii) The Company is maintains internal control over financial reporting (as defined in compliance Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in all accordance with United States generally accepted accounting principles (“GAAP”) and includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material respects with the applicable listing and corporate governance rules and regulations of NASDAQeffect on its financial statements. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents presents, or, in the case of Company Reports filed after the date hereof, will fairly present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date date, and each of the consolidated statements of operationsincome, stockholders' changes in shareholders’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents presents, or in the case of Company Reports filed after the date hereof, will fairly present, in all material respects respects, the consolidated results of operations, retained earnings and changes in financial positionshareholders’ equity and cash flows, as the case may be, of the Company and its consolidated Subsidiaries such companies for the periods set forth therein (subject, in the case of unaudited interim statements, to notes and normal year-end adjustmentsaudit adjustments and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, Regulation S-X of the SEC and the rules and standards of the Public Company Accounting Oversight Board except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have has implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f13a-15(e) of the Exchange Act) that would are reasonably designed to ensure that material information relating to the Company, including its Subsidiaries, required to be included in reports filed under the Exchange Act is made known to the chief executive officer and chief financial officer of the Company or other persons performing similar functions by others within those entities. Neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures which are reasonably likely to adversely affect the Company's ’s ability to record, process, summarize and report financial informationdata, in each case which has not been subsequently remediated. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since To the date of such evaluationCompany’s Knowledge, there have been is no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in the Company's preparation of financial statements or the internal controls control over financial reportingreporting utilized by the Company and its Subsidiaries.

Company Reports; Financial Statements. (i) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms------------------------------------- reports, statements, certifications, reports forms and documents with the SEC required to be filed with or furnished to the SEC by the Company it under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 1995 (the "Applicable Date") (all such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through as of the date hereof, including any amendments theretocollectively, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules has made available to Purchaser a true and regulations promulgated thereunder applicable to the complete copy of each such Company ReportsReport. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports (including, without limitation, any financial statements or schedules included in or incorporated by reference therein) 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 light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) . Each of the historical consolidated balance sheets included in or incorporated by reference into the Company Reports 1996 10-K or the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date and each of the historical consolidated statements of operations, stockholders' equity income and cash flows of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All therein or as may be permitted under Form 10-Q of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (iExcept as set forth on Schedule 6.1(e) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed Disclosure Schedule or in the Company Reports to Reports, the extent Company and its subsidiaries do not have any liabilities of any nature required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based generally accepted accounting principles to be reflected on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors a consolidated balance sheet of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses its subsidiaries other than liabilities incurred after March 31, 1997 in the design or operation ordinary course of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingbusiness.

Company Reports; Financial Statements. (i) The Company has made available to the Parent each registration statement, report, form, proxy or information statement or other document filed or furnished by the Company or any of its Subsidiaries with or to the SEC since June 30, 2004 (the “Company Audit Date”), including (i) the Company’s Annual Report on Form 10-K for the year ended June 30, 2004 and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended September 30 and December 31, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively with each other, any such registration statements, reports, forms, proxy or information statements or other documents so filed or furnished subsequent to (the date of this Agreement and any amendments to any of the foregoing, the “Company Reports”). The Company and its Subsidiaries have filed or furnished, as applicable) , with or to the Securities and Exchange Commission (the "SEC") on a timely basis SEC all registration statements, reports, forms, statements, certifications, reports proxy or information statements and other documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, so filed or furnished by them pursuant to applicable securities statutes, regulations, policies and rules since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SECAudit Date. Each of the Company Reports, at the time of its filing first filed with or being furnishedfurnished to the SEC, complied or will comply (as applicable) in all material respects with the applicable requirements of the Securities Act, the Act and Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reportsthereunder. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and, to the extent applicable, the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects or, in the case of Company Reports filed or furnished after the date of this Agreement, will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date and each of the consolidated statements of operationsincome, stockholders' ’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operationsor, retained earnings and changes in financial position, as the case may beof Company Reports filed or furnished after the date hereof, will fairly present in all material respects the income, stockholders’ equity and cash flows, respectively, of the Company and its consolidated Subsidiaries subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect and as permitted by Form 10-Q), and . (iii) The Company is in each case have been prepared compliance in accordance all material respects with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All the applicable provisions of the Company's Subsidiaries are consolidated for accounting purposesSOX Act and the applicable listing and corporate governance rules and regulations of Nasdaq. (iv) The Company and its Subsidiaries have implemented designed and maintained a system of internal accounting maintain disclosure controls and financial reporting procedures (as required by Rule 13a-15(a) defined in Rules 13a-15 or 15d-15 under the Exchange Act) and, to the extent required by Law, internal controls over financial reporting (as defined in Rules 13a-15 or 15d-15 under the Exchange Act) to ensure that are designed material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities and, to the extent required by Law, the Company’s management evaluates, with the participation of the Company’s principal executive and principal financial officers, or Person performing similar functions, the effectiveness of such disclosure controls and procedures to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company's ’s outside auditors and the audit committee of the board Board of directors Directors of the Company and (1) any identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would which are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies data and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (2) any identified fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls over financial reporting. The Company has made available or delivered to Parent a summary of any such disclosure made by management since January 1, 2002. Since the Company Audit Date, any material change in internal control over financial reporting required to be disclosed in any Company Report has been so disclosed. (v) Since the Company Audit Date, (a) to the knowledge of the Company, neither the Company nor any of its Subsidiaries nor any director of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation or claim regarding the accounting practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls alleging that the Company or any of its Subsidiaries has engaged in inappropriate accounting practices and (b) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has made a report of the nature required by 17 CFR Part 205 to the Board of Directors of the Company or any committee thereof or, to the knowledge of the officers of the Company, to any director or officer of the Company.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents Company Reports required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (filing date or, if amended, as of the date of that last such amendment), each Company Report has complied with the applicable requirements of the Securities Act and the Exchange Act, as applicable, except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. None of the Company Reports did not contain contained when filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omit omitted or omits or will omit, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements made therein, in the light of the circumstances in under which they were or are made, not misleading. (iib) The Company is has made available (including via the SEC’s XXXXX system, as applicable) to CF Corp all of the Company Financial Statements. The Company Financial Statements fairly present, in compliance conformity in all material respects with GAAP, in each case, consistently applied for the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects periods involved, the consolidated financial position of the Company at the respective dates thereof and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings its operations and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries cash flows for the respective periods set forth therein indicated (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments consistent with GAAP), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (c) There are no liabilities of the Company or any of its Subsidiaries, whether fixed, contingent or otherwise, other than liabilities (i) disclosed and provided for in the Company Balance Sheet or in the balance sheets included in the Company Reports filed prior to the date of this Agreement, (ii) incurred in the ordinary course of business since June 30, 2016, (iii) incurred on behalf of the Company in connection with the transactions contemplated by this Agreement or (iv) which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (d) The Company and its Subsidiaries have implemented and maintained a system of internal accounting maintains “disclosure controls and financial reporting procedures” (as required by Rule 13a-15(adefined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are reasonably designed to ensure that information required to be disclosed by the Company in reports that its files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the individuals responsible for management of the Company as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company Reports. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that receipts and expenditures are made in accordance with management’s authorization, (ii) that transactions are recorded as necessary to permit the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated financial statements for effectiveness external purposes in accordance with GAAP and (iii) regarding prevention and timely detection of the Xxxxxxxx-Xxxxx Act and unauthorized acquisition, use or disposition of the results of such evaluations Company’s assets that could have been disclosed in a material effect on the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. financial statements. (f) The Company has disclosed, based on its the most recent evaluation prior to the date of this Agreementinternal control over financial reporting, to the Company's outside ’s auditors and the audit committee of the board Company Board of directors of the Company and identified in Section 5.1(e)(ivDirectors, (i) of the Company Disclosure Schedule any all “significant deficiencies and deficiencies” or “material weaknesses weaknesses” in the design or operation of its internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would which are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies information and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls control over financial reporting. For the purposes of this Section 4.08(f), the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Appendix A of Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (g) Since June 30, 2016, (i) neither the Company nor any of its Subsidiaries has received any material complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any credible complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or their respective officers, directors, employees or agents to the Company Board of Directors or any committee thereof or to any director or officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act of 2002. (h) There are no “off balance sheet arrangements” as defined in Item 303 of Regulation S-K under the Securities Act, to which the Company or any of its Subsidiaries is a party.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time each of its filing or being furnished, which has complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to thereunder, or the Company Reports. As of their respective dates (orExchange Act, if amendedand the rules and regulations promulgated thereunder, each as of in effect on the date so filed. None of such amendment), the Company Reports did (including, but not contain limited to, any financial statements or schedules included or incorporated by reference therein) contained when filed any untrue statement of a material fact or omit omitted or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (iib) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) Each All of the consolidated balance sheets included Company Financial Statements have been prepared in or incorporated by reference into accordance with GAAP applied on a consistent basis throughout the Company Reports periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated the Subsidiaries as of its date at the respective dates thereof and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings its operations and changes in cash flows for the periods indicated except that the unaudited interim financial positionstatements are subject to normal recurring year-end adjustments consistent with past practices and not material in amount. (c) There are no liabilities of the Company or any of the Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to the Company and the Subsidiaries, taken as a whole, other than (i) liabilities disclosed or provided for in the case may be, consolidated balance sheet of the Company and its consolidated the Subsidiaries for at May 31, 2000, including the periods set forth therein notes thereto, (subjectii) liabilities disclosed in the Company Reports, (iii) liabilities incurred on behalf of the Company under this Agreement and the contemplated Merger, and (iv) liabilities incurred in the ordinary course of business consistent with past practice since May 31, 2000, none of which in the case of unaudited statementsclause (iv) are, individually or in the aggregate, reasonably likely to notes and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposesCompany Material Adverse Effect. (ivd) The Company has heretofore furnished or made available to the Parent a complete and its Subsidiaries correct copy of any amendments or modifications, which have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under not yet been filed with the Exchange Act) that are designed SEC, to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 agreements, documents or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed other instruments which previously had been filed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with as exhibits to the Xxxxxxxx-Xxxxx Company Reports pursuant to the Securities Act and the results of such evaluations have been disclosed in rules and regulations promulgated thereunder or the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors Exchange Act and the audit committee of the board of directors of the Company rules and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingregulations promulgated thereunder.

Company Reports; Financial Statements. (i) The Company has delivered to Parent and Merger Sub each registration statement, report, proxy statement or information statement prepared by it since December 31, 1997 (the "Audit Date"), including the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997, and the Company's Quarterly Report on Form 10-QSB for the period ended March 31, 1998, each in the form (including exhibits, annexes and any amendments thereto) filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereofcollectively, including any amendments theretosuch reports filed subsequent to the date hereof and as amended, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates dates, (or, if amended, as of the date of the latest of such amendment), amendments) the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date hereof 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 statements made therein, in light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) . Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity income and cash flows of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all formsreports, statementsschedules, certifications, reports forms and documents statements required to be filed with or furnished to the SEC by the Company under the Exchange Act (since August 4, 2005) or the Securities Act any of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None its Subsidiaries of the Company's Subsidiaries is required to file any documents Company (since December 31, 2004) with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendmentamendment prior to the date hereof), the Company Reports complied (and any Company Reports filed or furnished with or to the SEC subsequent to the date hereof will comply) in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and did not not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof 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 statements made therein, in light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) . Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) ), as amended or supplemented prior to the date hereof, fairly presents presents, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date date, and each of the consolidated statements of operationsincome, stockholders' equity of cash flow and cash flows of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) ), as amended or supplemented prior to the date hereof, fairly presents presents, or will fairly present, in all material respects respects, the consolidated results of operations, cash flows, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments), and in each case have been prepared in accordance with U.S. generally accepted GAAP consistently applied during the periods involved and the applicable accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All requirements and the published rules and regulations of the Company's Subsidiaries are consolidated for accounting purposesSEC with respect thereto. (ivb) K & F Subsidiary is not required to file periodic reports with the SEC pursuant to the Exchange Act, but voluntarily files periodic reports pursuant to a covenant in the Indenture. (c) Other than K & F Subsidiary, none of the Subsidiaries is, or has at any time, since December 31, 2001, been, subject to (whether or not on a voluntary basis) the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (d) The Company and its Subsidiaries have implemented and maintained maintain a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company (i) has implemented and maintains disclosure controls and procedures required by (as defined in Rule 13a-15 or 15d-15 under 13a-15(e) of the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that material information required relating to be disclosed by the Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documentsby others within those entities, and (ii) have been evaluated for effectiveness in accordance with has delivered to the Xxxxxxxx-Xxxxx Act Company’s outside auditors and the audit committee of the Company’s Board of Directors the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivincluding (A) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f13a 15(f) of the Exchange Act) that would be reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies information and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (B) any fraud, whether or not materialmaterial (unless clearly inconsequential), that involves management or other employees who have a significant role in the Company's ’s internal controls over financial reporting. A true, correct and complete copy of such report has been provided to Purchaser. Since December 31, 2004, any material change in internal control over financial reporting or failure or inadequacy of disclosure controls required to be disclosed in any Company SEC Report has been so disclosed. (e) As of the date of this Agreement, the Company has not received written or oral notice from the SEC staff indicating that the SEC staff has identified any outstanding or unresolved comments in comment letters received by the Company from the SEC staff with respect to the Company Reports. To the Knowledge of the Company, as of the date of this Agreement none of the Company Reports is the subject of pending SEC review or outstanding SEC comment. (f) The Company has delivered or made available to Purchaser true, correct and complete copies or transcriptions of each written notification or report received since December 31, 2004 of a “material weakness” or “significant deficiency” in the Company’s internal controls over financial reporting. For purposes of this Agreement, the terms “material weakness” and “significant deficiency” shall have the meanings assigned to them in the Public Company Accounting Oversight Board’s Auditing Standard 2, as in effect on the date hereof. (g) Since August 4, 2005, the Company has not received written or oral notice, from the New York Stock Exchange, that it is not in compliance with the applicable listing standards and corporate governance rules of the New York Stock Exchange. (h) Neither the Company nor, to the Company’s Knowledge, any of the Company’s Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers prohibited by Section 402 of SOX as applicable to the Company.

Company Reports; Financial Statements. (ia) The Except as set forth on Section 3.5(a) of the Company Disclosure Letter, since January 1, 2013, the Company has filed with or otherwise furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all registration statements, prospectuses, forms, reports, definitive proxy statements, certificationsschedules, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed with or furnished to the SEC by the Company it under the Exchange Securities Act or the Securities Act of 1933Exchange Act, as amended (the "Securities Act") since January 1case may be, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including together with all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is certifications required pursuant to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "“Xxxxxxxx-Xxxxx Act"”) (such documents and any other documents filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the “SEC”), including exhibits and any rules and regulations promulgated thereunder applicable to other information incorporated therein as they have been supplemented, modified or amended since the time of filing, collectively, the “Company ReportsSEC Documents”). As of their respective filing dates (or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of then on the date of such amendmentfiling), the Company Reports SEC Documents (i) 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 in under which they were made, not misleading. misleading and (ii) The Company is in compliance complied in all material respects with the applicable listing requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and corporate governance the applicable rules and regulations of NASDAQ. (iii) Each the SEC thereunder. None of the Company’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Company Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings cash flows and changes in financial position, as the case may be, stockholders’ equity of the Company and its consolidated Subsidiaries as of the dates and for the periods set forth therein referred to therein. (subject, in b) Each of the case principal executive officer and the principal financial officer of unaudited statements, to notes the Company (or each former principal executive officer and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All former principal financial officer of the Company's Subsidiaries are consolidated for accounting purposes. (iv, as applicable) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as has made all certifications required by Rule 13a-15(a13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of the over the counter Bulletin Board, except for any non-compliance that are designed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company and each of its Subsidiaries have established and maintain a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurances assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. , (ii) that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and the Company Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. (d) The Company maintains Company’s “disclosure controls and procedures required by Rule 13a-15 or 15d-15 under procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Such disclosure controls ), as required by Rules 13a-15(a) and procedures (i15d-15(a) of the Exchange Act, are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized, and reported on a timely basis within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the individuals responsible for Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications of the Company's filings with the SEC chief executive officer and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results chief financial officer of such evaluations have been disclosed in the Company Reports required under the Exchange Act with respect to the extent required by the Xxxxxxxx-Xxxxx Actsuch reports. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company's outside ’s auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv(i) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to could adversely affect in any material respect the Company's ’s ability to record, process, summarize and report financial information. The , all of which are set forth on Section 3.5(d) of the Company has changed its internal controls to correct such deficiencies and material weaknessesDisclosure Letter, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (e) To the Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2013 through the date of this Agreement relating to the Company SEC Documents and all written responses of the Company thereto through the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents. As of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations pending or, to the Company's Knowledge, threatened, in each case regarding any accounting practices of the Company.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time each of its filing or being furnished, which has complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to thereunder, or the Company Reports. As of their respective dates (orExchange Act, if amendedand the rules and regulations promulgated thereunder, as of applicable, each as in effect on the date so filed. None of such amendment), the Company Reports did not contain (including any financial statements or schedules included or incorporated by reference therein) contained when filed any untrue statement of a material fact or omit omitted or omits to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (iib) The Company is in compliance in has delivered (including via the SEC's XXXXX system, as applicable) to Parent all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) Each of the consolidated balance sheets included in or incorporated by reference into Company Financial Statements. All of the Company Reports (Financial Statements, including the related Reference Balance Sheet, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Company at the respective dates thereof and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings its operations and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries cash flows for the periods set forth therein indicated (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (ivc) The There are no Liabilities of the Company of any kind whatsoever, whether or not accrued and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) whether or not contingent or absolute, that are designed material to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures Company, other than (i) are designed to ensure that information required to be Liabilities disclosed by or provided for in the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documentsReference Balance Sheet, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based Liabilities incurred on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors behalf of the Company under this Agreement and identified in Section 5.1(e)(ivthe contemplated Offer and Merger and (iii) of the Company Disclosure Schedule any significant deficiencies and material weaknesses Liabilities incurred in the design or operation ordinary course of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, business consistent with past practice since the date of such evaluationthe Reference Balance Sheet, there have been no significant changes in internal controls none of which has had or could reasonably be expected to have, either individually or in other factors that could significantly affect the Company's internal controls. aggregate, a Company Material Adverse Effect. (d) The Company has no Knowledge heretofore furnished or made available to Parent a complete and correct copy of any fraudamendments or modifications which have not yet been filed with the SEC to agreements, whether or not material, that involves management documents or other employees who have a significant role in instruments which previously had been filed by the Company's internal controls over financial reportingCompany with the SEC as exhibits to the Company Reports pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

Company Reports; Financial Statements. (i) The Company has filed all reports required to be filed by it under the Act and the Securities Exchange Act of 1934 (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the foregoing materials being collectively referred to herein as the “Company SEC Documents”) on a timely basis or has timely filed a valid extension of such time of filing and has filed any such Company SEC Documents prior to the expiration of any such extension. As of their respective dates, the Company SEC Documents complied in all material respects with or furnished to (as applicable) the requirements of the Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "“SEC"”) on a timely basis all formspromulgated thereunder, statementsand, certifications, reports and documents required to be filed with or furnished except to the SEC by the Company under the Exchange Act extent a report or the Securities Act of 1933registration statement was later amended, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each none of the Company ReportsSEC Documents, at the time of its filing or being furnishedwhen filed, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports 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 in under which they were made, not misleading. . The financial statements of Company included in the Company SEC Documents (iitogether with the related notes and schedules thereto, collectively, the “Company Financial Statements”) The Company is in compliance comply in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis during the period involved (iii) Each of “GAAP”), except as may be otherwise specified in such financial statements or the consolidated balance sheets included in or incorporated notes thereto and except that unaudited financial statements may not contain all footnotes required by reference into the Company Reports (including the related notes GAAP, and schedules) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each for the dates thereof and the results of the consolidated statements of operations, stockholders' equity operations and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (then ended, subject, in the case of unaudited statements, to notes and normal, immaterial, year-end adjustments), and audit adjustmentsCompany is in each case have been prepared in accordance compliance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Sarbanes”) currently applicable to Company's Subsidiaries are consolidated for accounting purposes. (iv) The . Company and its Subsidiaries have implemented and maintained maintains a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed sufficient to provide reasonable assurances regarding the reliability of financial reporting and the assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with GAAPmanagement's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such has established disclosure controls and procedures (ias defined in the Exchange Act Rules 13a-15(e) are and 15d-15(e)) for Company and designed such disclosure controls and procedures to ensure that material information required relating to be disclosed by the Company Company, including its subsidiaries, is recorded and reported on a timely basis made known to the individuals responsible for certifying officers by others within those entities, particularly during the preparation of the period in which Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its ’s most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of recently filed periodic report under the Exchange Act) that would reasonably be likely to adversely affect , as the case may be, is being prepared. Company's ability to record’s certifying officers have evaluated the effectiveness of Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, process, summarize the “Evaluation Date”). Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and report financial informationprocedures based on their evaluations as of the Evaluation Date. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since Since the date of such evaluationEvaluation Date, there have been no significant changes in Company’s internal controls or (as such term is defined in Item 308 of Regulation S-K) or, to Company’s knowledge, in other factors that could significantly affect the Company's ’s internal controls. The Company has no Knowledge maintains and will continue to maintain a standard system of any fraud, whether or not material, that involves management or other employees who have a significant role accounting established and administered in accordance with GAAP and the Company's internal controls over financial reportingapplicable requirements of the Exchange Act.

Company Reports; Financial Statements. (i) The Company has filed with delivered to Parent each registration statement, report, proxy statement or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be information statement that it has filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933since December 31, as amended 2002 (the "Securities Act") since January 1, 2004 (the "Applicable “Company Audit Date"”) (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereofcollectively, including any other reports filed with or furnished to the SEC subsequent to the date hereof and as amended, the “Company Reports”), including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2003 and June 30, 2003 (including exhibits, annexes and any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amendedamended prior to the date hereof, as of the date of such amendment), the Company Reports did not not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof 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 statements made therein, in light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) . Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity income and cash flows of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. Canadian generally accepted accounting principles ("“Canadian GAAP"”) consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (i) The Company has filed with or furnished all documents, reports and information required to (as applicable) be filed by it under the Securities Act, the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, Canadian Securities Laws and Exchange Commission with the TSX for the twelve (12) months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the "SEC"foregoing materials being collectively referred to herein as the “Company Reports” and, together with the Schedules to this Agreement (if any), the “Disclosure Materials”) on a timely basis all formsbasis. As of their respective dates, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations of the Commission promulgated thereunder applicable to thereunder, and Canadian Securities Laws and none of the Company Reports. As of their respective dates (or, if amendedwhen filed, as of the date of such amendment), the Company Reports 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 in under which they were made, not misleading. (ii) . The financial statements of the Company is included in compliance the Company Reports comply in all material respects with applicable accounting requirements, the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) Each the Commission and Canadian Securities Laws with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the consolidated balance sheets included periods involved, except as may be otherwise specified in such financial statements or incorporated by reference into the Company Reports (including the related notes thereto, and schedules) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each for the dates thereof and the results of the consolidated statements of operations, stockholders' equity operations and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (then ended, subject, in the case of unaudited statements, to notes and normal, immaterial, year-end audit adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (i) The Company has filed with or furnished SEC and delivered to (as applicable) Parent the Securities and Exchange Commission Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the "SEC2000 Form 10-K") on a timely basis all forms, and any other registration statements, certificationsschedules, reports and documents reports, proxy statements or information statements filed or required to be filed with since December 31, 2000 (collectively, the "Company Reports"). As of their respective dates, except as amended or furnished supplemented prior to the SEC by date hereof, the Company under Reports complied in all material respects with the Exchange Act or requirements of the Securities Act of 1933, as amended (the "Securities Act") since January 1), 2004 (or the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Exchange Act, as the Exchange Act case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment), and the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date hereof 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 statements made therein, in light of the circumstances in which they were made, not misleading. (ii) . The financial statements of the Company is included in compliance the Company Reports comply as to form in all material respects respect with applicable accounting requirements and the applicable listing and corporate governance published rules and regulations of NASDAQ. the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (iii) Each except, in the case of unaudited statements, as permitted by Form 10-Q of the consolidated balance sheets included SEC) applied on a consistent basis during the periods involved (except as may be indicated in or incorporated by reference into the Company Reports (including notes thereto) and fairly present the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company as of the dates thereof and its consolidated Subsidiaries as of its date and each of the consolidated statements results of operations, stockholders' stockholders equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior delivered to Parent a copy of the date of this Agreementfinancial statements included in the 2000 Form 10-K (including an auditor's opinion). Except as set forth in the Company Reports, to the Company's outside auditors and knowledge, neither the audit committee Company nor its Subsidiary have any liabilities or obligations of the board of directors any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses or in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to recordnotes thereto, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role liabilities and obligations incurred in the Company's internal controls over financial reportingordinary course of business consistent with prior practice and experience since December 31, 2000.

Company Reports; Financial Statements. (ia) The Company Except as set forth on Section 4.5(a) of the Parent Disclosure Letter, since January 1, 2013, Parent has filed with or otherwise furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all registration statements, prospectuses, forms, reports, definitive proxy statements, certificationsschedules, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed with or furnished to the SEC by the Company it under the Exchange Securities Act or the Securities Act of 1933Exchange Act, as amended (the "Securities Act") since January 1case may be, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including together with all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is certifications required pursuant to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), such documents and any rules other documents filed by Parent or any of its Subsidiaries with the SEC, including exhibits and regulations promulgated thereunder applicable to other information incorporated therein as they have been supplemented, modified or amended since the Company Reportstime of filing, collectively, the “Parent SEC Documents”). As of their respective filing dates (or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of then on the date of such amendmentfiling), the Company Reports Parent SEC Documents (i) 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 in under which they were made, not misleading. misleading and (ii) The Company is in compliance complied in all material respects with the applicable listing requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and corporate governance the applicable rules and regulations of NASDAQ. (iii) Each the SEC thereunder. None of Parent’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of Parent included in or incorporated by reference into the Company Reports Parent SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Parent Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of Parent and Parent’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings cash flows and changes in financial position, stockholders’ equity of Parent and its Subsidiaries as the case may be, of the Company dates and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (ivb) The Company Each of the principal executive officer and its Subsidiaries have implemented the principal financial officer of Parent (or each former principal executive officer and maintained a system each former principal financial officer of internal accounting controls and financial reporting (Parent, as applicable) has made all certifications required by Rule 13a-15(a13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither Parent nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of Parent or any of its Subsidiaries. Parent is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of NASDAQ, except for any non-compliance that are designed would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Parent and each of its Subsidiaries have established and maintain a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurances assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company maintains , (ii) that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with authorizations of management and Parent Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s and its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. (d) Parent’s “disclosure controls and procedures required by Rule 13a-15 or 15d-15 under procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Such disclosure controls ), as required by Rules 13a-15(a) and procedures (i15d-15(a) of the Exchange Act, are designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the Company reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized, and reported on a timely basis to within the individuals responsible for time periods specified in the preparation rules and forms of the Company's filings with the SEC and other public disclosure documentsSEC, and (ii) have been evaluated for effectiveness in accordance that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Parent required under the Exchange Act with the Xxxxxxxx-Xxxxx Act and the results of respect to such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Actreports. The Company Parent has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company's outside Parent’s auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivParent Board (i) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to could adversely affect the Company's in any material respect Parent’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, all of which are set forth on Section 4.5(d) of the Parent Disclosure Letter, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's Parent’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (e) To Parent’s Knowledge, none of the Parent SEC Documents is the subject of ongoing SEC review. Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2013 through the date of this Agreement relating to the Parent SEC Documents and all written responses of Parent thereto through the date of this Agreement. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents. As of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations pending or, to Parent's Knowledge, threatened, in each case regarding any accounting practices of Parent.

Company Reports; Financial Statements. (i) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a publicly available basis), on a timely basis basis, all forms, statements, certifications, reports and documents required to be filed with or furnished by it with the United States Securities and Exchange Commission (the “SEC”) pursuant to the SEC by the Company under the Exchange Act or the Securities Act of 1933since December 31, as amended 2012 (the "Securities Act") since January 1, 2004 (the "“Applicable Date"”) (such formscollectively, statements, certifications, reports together with any exhibits and documents, including all exhibits, appendices schedules thereto and attachments included or other information incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished(or, if amended prior to the date of this Agreement, as of the date of such amendment) complied or, if not yet filed, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not not, and any Company Reports filed with the SEC on or subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (ii) The Except as would not, individually or in the aggregate, be reasonably expected to have a Company is Material Adverse Effect, (A) the Company maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in compliance paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and (B) the Company’s management has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board, (1) any significant deficiencies and material weaknesses in all material respects the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) any fraud, to the Knowledge (as defined below) of the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. As of the date hereof, there are no outstanding written comments from the SEC with respect to any of the applicable listing and corporate governance rules and regulations of NASDAQCompany Reports. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents presents, or, in the case of Company Reports filed on or after the date of this Agreement, will fairly present, in each case, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity operations and consolidated statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents presents, or in the case of Company Reports filed on or after the date of this Agreement, will fairly present, in each case, in all material respects respects, the consolidated results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of To the Company's filings with the SEC and other public disclosure documents’s Knowledge, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results none of such evaluations have been disclosed in the Company Reports to is the extent required by the Xxxxxxxx-Xxxxx Actsubject of ongoing SEC review. The Company has disclosed, based on its most recent evaluation prior made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since the Applicable Date through the date of this Agreement relating to the Company Reports and all written responses of the Company thereto through the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors . None of the Company and identified in Section 5.1(e)(iv) Reports is the subject of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect confidential treatment request by the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (furnished, as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis basis, all forms, statements, certifications, reports and documents required to be filed with or furnished to by it with the SEC by the Company under pursuant to the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since from January 1, 2004 2011 (the "“Applicable Date"”) (such the forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, documents filed or furnished since the Applicable Date through and those filed or furnished on or subsequent to the date hereof, including any supplements, modifications or amendments theretothereto made prior to the date hereof, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, or, if supplemented, modified or amended by a subsequent filing with the SEC since the time of filing but prior to the date hereof, as of the date of the most recent such supplement, modification or amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "“Xxxxxxxx-Xxxxx Act"”), and any rules and regulations promulgated thereunder applicable to the Company Reports, including any applicable accounting requirements. As of their respective dates (or, if amendedsupplemented, modified or amended prior to the date hereof, as of the date of such supplement, modification or amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) Each . As of the consolidated balance sheets included in or incorporated by reference into date hereof, none of the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position Subsidiaries of the Company and its consolidated Subsidiaries as is subject to the reporting requirements of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in Section 13(a) or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a15(d) under the Exchange Act. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC or the staff of the SEC with respect to any of the Company Reports. (b) Since the Applicable Date, subject to any applicable grace periods, the Company has been and is in compliance with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable rules and regulations of the NASDAQ, except in each case for any failures to be in compliance that would not have a Company Material Adverse Effect or prevent or materially delay the consummation of the Transactions by the Company. (c) The Company has established, implemented and maintains “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are designed defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act and as necessary to provide reasonable assurances regarding the reliability of financial reporting and the permit preparation of financial statements in accordance with GAAP. The Company maintains Company’s disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are reasonably designed to ensure provide reasonable assurances that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible for Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the preparation certifications required pursuant to Sections 302 and 906 of the Company's filings with Xxxxxxxx-Xxxxx Act. The chief executive officer and chief financial officer of the SEC Company have made all certifications required by Sections 302 and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with 906 of the Xxxxxxxx-Xxxxx Act and Rule 13a–15 under the results Exchange Act, and the statements contained in all such certifications were as of such evaluations have been disclosed their respective dates complete and correct. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the Company Reports to the extent required by requirements of Section 404 of the Xxxxxxxx-Xxxxx ActAct for the Company’s most recently completed fiscal year, and such assessment concluded that such controls were effective. The Company has disclosed, based on its the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreementhereof, to the Company's outside ’s auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivBoard (i) of the Company Disclosure Schedule any significant deficiencies and or material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would are reasonably be likely to adversely affect in any material respect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls information or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls over financial reporting. (d) Since the Applicable Date, except as would not have a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any director, officer, or auditor of the Company or any of its Subsidiaries has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (e) Each of the consolidated balance sheets and statements of stockholders’ equity included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income, statements of comprehensive income and statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, in all material respects, the net income (or loss) and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments). Each such statement has been prepared in all material respects in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein or as permitted by the rules and regulations of the SEC. None of the Subsidiaries of the Company is required to file periodic reports with the SEC.

Company Reports; Financial Statements. (ia) The Company has filed all reports, registration statements and other filings, together with any amendments or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents supplements required to be filed made with or furnished respect thereto, that it has been required to file with the SEC by the Company under the Act and the Securities Exchange Act or the Securities Act of 19331934, as amended (the "Securities 1934 Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None As of the Company's Subsidiaries is required to file any documents respective dates of their filing with the SEC. Each of the Company ReportsSEC (and, at the time of its filing or being furnishedwith respect to registration statements, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As as of their respective dates (or, if amended, as of the date of such amendmenteffective dates), the Company Reports complied in all respects with the applicable provisions of the Act and the 1934 Act and the rules and regulations of the SEC thereunder and 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 light of the circumstances in under which they were made, not misleading. All reports, registration statements and other filings filed by the Company with the SEC since January 1, 2002 (including exhibits and any amendments thereto and documents incorporated by reference therein) are referred to in this Agreement as the "Company Reports." (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iiib) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its the date of such balance sheet and each of the consolidated statements of operationsincome, changes in stockholders' equity equity, and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings cash flows, and changes in financial positionstockholders' equity, as the case may be, of the Company and its consolidated Subsidiaries subsidiaries for the periods set forth therein in such statements (subject, in the case of unaudited statements, to notes and normal and recurring year-end adjustmentsaudit adjustments that are not and will not be material in amount or effect), all in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), and in each case have case, has been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All , and in compliance in all respects with the rules and regulations of the Company's Subsidiaries are consolidated for accounting purposesSEC. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (ia) The Company has timely filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents Company Reports required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports")2016. None of the Company's Subsidiaries is required to file any documents with the SEC. Each No Subsidiary of the Company Reports, at is subject to the time reporting requirements of its filing Section 13(a) or being furnished, 15(d) of the Exchange Act. Each Company Report has complied in all material respects as of its date (or, if amended prior to the date hereof, as finally amended prior to the date hereof) with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to thereunder, or the Company Reports. As of their respective dates (orExchange Act, if amendedand the rules and regulations promulgated thereunder, as of applicable, each as in effect on the date so filed (or amended). None of such amendment), the Company Reports did not contain (including any financial statements or schedules included or incorporated by reference therein) contained, when filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omit omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. (iib) Each of the Chief Executive Officer and Chief Financial Officer of the Company has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the applicable Company Reports filed prior to the date hereof (collectively, the "Certifications") and the statements contained in such Certifications are accurate in all material respects as of the filing thereof. (c) The Company has made available (including via the SEC's XXXXX system, as applicable) to Parent all of the Company Financial Statements and all material correspondence (if such correspondence has occurred since January 1, 2016 through the date hereof) between the SEC on the one hand, and the Company and any of its Subsidiaries, on the other hand. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company Reports. To the Knowledge of the Company, as of the date hereof, none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. The Company Financial Statements for the fiscal year ended December 31, 2016 and the fiscal year ended December 31, 2017 included in compliance the Company Reports complied as of the dates thereof in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) Each requirements of the consolidated balance sheets included Exchange Act and have been prepared in or incorporated by reference into accordance with GAAP applied on a consistent basis throughout the Company Reports periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Company at the respective dates thereof and the consolidated results of its operations and changes in cash flows for the periods indicated. As of the date hereof, the books and records of Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the consolidated results date hereof, Xxxx Xxxxxx Xxxxxx and Kasierer, a member firm of operations, retained earnings and changes in financial position, Ernst & Young Global has not resigned or been dismissed as the case may be, independent public accountants of the Company and its consolidated Subsidiaries for as a result of or in connection with any disagreements with the periods set forth therein (subject, in the case Company on a matter of unaudited statements, to notes and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basisor practices, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposesfinancial statement disclosure or auditing scope or procedure. (ivd) The Company and its Subsidiaries have implemented and maintained maintain a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure Such internal controls and procedures required by Rule 13a-15 or 15d-15 under are sufficient to provide reasonable assurance regarding the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation reliability of the Company's filings with financial reporting and the SEC and other public disclosure documents, and (ii) have been evaluated preparation of Company financial statements for effectiveness external purposes in accordance with GAAP. Since January 1, 2016 through the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in date hereof, the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, disclosed to the Company's outside auditors and the audit committee of the board Company Board of directors of the Company and identified in Section 5.1(e)(ivDirectors (i) of the Company Disclosure Schedule any all significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would are reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies information and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls, and the Company has made available to Parent copies of any material written materials relating to each of the foregoing. The Company has implemented and maintains disclosure controls over and procedures (as defined in Rule 13a-15(e) under the Exchange Act) designed to ensure that information relating to the Company, including its consolidated Subsidiaries, required to be disclosed in the reports the Company files or submits under the Exchange Act is made known to the Company's management by others within those entities. Such disclosure controls and procedures are reasonably designed to ensure that the Company's management is timely alerted to material information required to be included in the Company's periodic reports required under the Exchange Act. (e) The Company has for the past two (2) years been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (f) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K promulgated under the Exchange Act, for senior financial reportingofficers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed, by filing a Form 6-K, any change in or waiver of the Company's code of ethics, as required by Section 406(b) of Xxxxxxxx-Xxxxx Act. To the Knowledge of the Company, there have been no violations of provisions of the Company's code of ethics since its adoption. (g) There are no Liabilities of the Company or any of its Subsidiaries that are material to the Company and its Subsidiaries taken as a whole, are required by GAAP to be set forth on the Company Financial Statements and are not set forth on the Company Financial Statements (or the notes thereto), other than (i) Liabilities incurred by or on behalf of the Company under, or otherwise permitted by, this Agreement or otherwise in connection with the transactions contemplated by this Agreement, (ii) Liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2017, none of which would reasonably be expected to have a Company Material Adverse Effect, and (iii) Liabilities for performance of the Company's obligations under its Contracts.

Company Reports; Financial Statements. (i) The Company has provided Parent with access to each registration statement, report, proxy statement, or information statement prepared by it since December 31, 1998 (the "Audit Date"), including (A) the Company's registration statement on Form S-1 (File No. 333-72901) (as amended from time to time, the "S-1"), (B) the Company's current reports on Form 8-K, and (C) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1999 and June 30, 1999, each in the form (including exhibits, annexes, and any amendments thereto) filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereofcollectively, including any amendments theretosuch reports filed subsequent to the date of this Agreement and as amended, the "Company Reports"). None As of the Company's Subsidiaries is required to file any documents with date the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of S-1 became effective under the Securities Act, the Exchange Act and S-1 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 Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reportsstatements therein not misleading. As of their respective dates (or, if amended, as of the date of such amendment), ) the Company Reports (other than the S-1) did not not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Except as disclosed in the Company Disclosure Letter, the Company has filed as exhibits to the Company Reports all contracts and other documents that were required to be so filed by the Securities Act and the rules and regulations promulgated thereunder, and, with respect to contracts and other documents made subsequently to the most recently filed Company Reports, would be required to be filed as exhibits to Company Reports required to be filed in the future. The Company Disclosure Letter includes a complete listing of all real property owned or leased by the Company or any of its Subsidiaries. Except as set forth in the Company Disclosure Letter, the contracts so described in the Company Reports are in full force and effect on the date of this Agreement. (ii) The Company is in compliance in all material respects with has furnished to Parent a consolidated balance sheet and a consolidated statement of operations, each initialed by the applicable listing Company and corporate governance rules by Parent, that each present the consolidated financial position and regulations results of NASDAQ. operations of the Company and its subsidiaries as of September 30, 1999 and for the three months then ended (iii) collectively, the "1999 Q3 Financials"). Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) and the 1999 Q3 Financials fairly presents presents, or (with respect to Company Reports filed with the SEC subsequent to the date of this Agreement) will fairly present, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date date, and each of the consolidated statements of operations, stockholders' equity operations and of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) and the 1999 Q3 Financials fairly presents presents, in all material respects respects, or (with respect to Company Reports filed with the consolidated SEC subsequent to the date of this Agreement) will, in all material respects, fairly present, the results of operations, retained earnings accumulated deficit, if any, and changes in financial positioncash flows, as the case may beapplicable, of the Company and its consolidated Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the omission of notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 2003 (the “Audit Date”) and filed with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ending March 31, June 30 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC. The Company has filed or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to by it with the SEC by pursuant to applicable securities statutes, regulations, policies and rules since the Company under the Exchange Act or the Securities Act of 1933, as amended Audit Date (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, documents filed or furnished with the SEC since the Applicable Audit Date through and those filed or furnished with the SEC subsequent to the date hereofof this Agreement, if any, including any amendments thereto, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnishedfiling, complied or will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder and complied in all material respects with the then applicable to the Company Reportsaccounting standards. As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date hereof 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 statements made therein, in light of the circumstances in which they were made, not misleading. The Company Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents presents, or, in all material respects the case of Company Reports filed after the date hereof, will fairly present, the consolidated financial position of the Company and its consolidated any other entity included therein and their respective Subsidiaries as of its date date, and each of the consolidated statements of operationsincome, stockholders' changes in shareowners’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents presents, or in all material respects the consolidated results case of operationsCompany Reports filed after the date hereof, retained earnings will fairly present, the net income, total shareowners’ equity and changes net increase (decrease) in financial positioncash and cash equivalents, as the case may be, of the Company and its consolidated any other entity included therein and their respective Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iviii) The management of the Company and its Subsidiaries have has (x) implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (ias defined in Rule 13a-15(e) are designed of the Exchange Act) to ensure that material information required relating to be disclosed by the Company, including its consolidated Subsidiaries, is made known to the management of the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documentsby others within those entities, and (iiy) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company's ’s outside auditors and the audit committee of the board Board of directors Directors of the Company and identified in Section 5.1(e)(iv(A) of the Company Disclosure Schedule any all significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would which are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies data and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls over financial reporting. Since the Audit Date, any material change in internal control over financial reporting required to be disclosed in any Company Report has been so disclosed. (iv) Since the Audit Date, (x) neither the Company nor any of its Subsidiaries nor, to the knowledge of the officers of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after the Audit Date, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (y) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after the Audit Date, by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or, to the knowledge of the officers of the Company, to any director or officer of the Company.

Company Reports; Financial Statements. (ia) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994, including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996, and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including -8- exhibits, annexes and any amendments thereto), and filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documentscollectively, including all exhibits, appendices and attachments included or incorporated therein, any such reports filed or furnished since the Applicable Date through subsequent to the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not not, and any Company Reports filed with the SEC after January 1, 1998 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 statements made therein, in light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) . Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operationsincome, stockholders' equity and cash flows and changes in stockholders equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated results of operations, retained earnings cash flows and changes in financial positionstockholders equity, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (ivb) The Company has made available to Parent true and its complete copies of the annual and quarterly statements of each of the Company Insurance Subsidiaries have implemented as filed with the applicable insurance Regulatory Authorities for the years ended December 31, 1995, 1996 and maintained a system of internal accounting controls 1997, including all exhibits, interrogatories, notes, schedules and financial reporting any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (as required by Rule 13a-15(a) under collectively, the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP"Company SAP Statements"). The Company maintains disclosure controls and procedures required by Rule 13a-15 SAP Statements were prepared in conformity with statutory accounting practices prescribed or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed permitted by the Company is recorded and reported on a timely basis to the individuals responsible applicable insurance Regulatory Authority consistently applied for the preparation periods covered thereby and present fairly the statutory financial position of such Company Insurance Subsidiaries as at the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act respective dates thereof and the results of operations of such evaluations have Subsidiaries for the respective periods then ended. The Company SAP Statements complied in all material respects with all applicable Laws when filed and, to the Knowledge of the Company, no material deficiency has been disclosed asserted with respect to any Company SAP Statements by the applicable insurance Regulatory Authority or any other governmental agency or body. The statutory balance sheets and income statements included in the Company Reports SAP Statements as of and for the years ended December 31, 1995 and 1996 have been audited by Price Waterhouse LLP, and the Company has made available to the extent required by the Xxxxxxxx-Xxxxx ActParent true and complete copies of all audit opinions related thereto. The Company has disclosedmade available to Parent true and complete copies of all examination reports of insurance departments and any insurance Regulatory Authorities since January 1, based on its most recent evaluation prior 1994 relating to the Company Insurance Subsidiaries. (c) Since January 1, 1993, or the date of this Agreementorganization if later, each Company Entity has timely filed all reports and statements, together with any amendments required to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses be made with respect thereto, that it was required to file with Regulatory Authorities (except failures to file which are not reasonably likely to have, individually or in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to recordaggregate, process, summarize and report financial information. The a Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingMaterial Adverse Effect).

Company Reports; Financial Statements. (i) The Since April 1, 2008, the Company has filed with or furnished to (furnished, as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis (taking into account all applicable grace periods) all forms, certifications, reports, registration statements, certifications, reports definitive proxy statements and documents required to be filed with or furnished to by them with the SEC by under the Company under Securities Act and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments theretocollectively, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQNasdaq. (iii) Each of the audited consolidated balance sheets financial statements and unaudited interim consolidated financial statements of the Company included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents (collectively, the “Company Financial Statements”) has been, and in all material respects the consolidated financial position case of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects filed after the consolidated results of operations, retained earnings and changes in financial position, as the case may date hereof will be, of the Company and its consolidated Subsidiaries for prepared in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied during the periods set forth involved (except as may be indicated therein (or in the notes thereto and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments)) and fairly presents, and or, in each the case have been prepared of Company Reports filed after the date hereof, will fairly present, in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basisall material respects, except as may be noted otherwise therein. All the consolidated financial position of the Company's Company and its Subsidiaries are consolidated as of the dates thereof and the results of its operations and cash flows for accounting purposesthe periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments. (iv) The Company and its Subsidiaries have implemented has established and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls control over financial reporting (as defined in Rule 13a-15(f) of 13a-15 under the Exchange Act). Such internal controls provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Since March 31, 2009, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (i) all known significant deficiencies in the design or operation of internal controls over financial reporting that would are reasonably be likely to adversely affect in any material respects the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its information and have identified for the Company’s auditors any material weaknesses in internal controls to correct such deficiencies and material weaknessescontrols, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls. (v) The Company has established and maintains disclosure controls over financial reportingand procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company required to be disclosed in reports the Company files under the Exchange Act is recorded and made known to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. (vi) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (vii) Neither the Company nor any of its Subsidiaries has or is subject to any “Off-Balance Sheet Arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) that have not been described in the Company Reports or the Company Financial Statements.

Company Reports; Financial Statements. (i) The Company and, to the extent applicable, each of its then or current Subsidiaries has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis made all forms, statements, certifications, reports and documents filings required to be filed made by it with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933since December 16, as amended 1996 (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments theretocollectively, the "Company Reports"). None As of the Company's Subsidiaries is required to file any documents with the SEC. Each of their respective dates, the Company Reports, at the time of its filing or being furnished, Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act applicable statutes and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act")regulations and did not, and any rules and regulations promulgated thereunder applicable Company Reports filed with the SEC prior to the Company Reports. As of their respective dates (orSale will not, if amended, as of the date of such amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) . Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects fairly, or will present fairly, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity income and cash flows of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects fairly, or will present fairly, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basisduring the periods involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q, and except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosednot, based on its most recent evaluation or prior to the date of this Agreementhereof, to filed any other definitive reports or statements with the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to recordSEC since March 23, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting2000.

Company Reports; Financial Statements. (i) The Company has During the two years prior to the date hereof, Orckit filed all reports, schedules or other documents required to be filed by Orckit with or furnished to (as applicable) the Securities and Exchange Commission (the "“SEC"”) on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished pursuant to the SEC by the Company under reporting requirements of the Exchange Act or and with the Israeli Securities Act of 1933, as amended Authority (the "“ISA”) pursuant to the reporting requirements of Applicable Securities Act") since January 1Laws, 2004 (except for failure to make such filings which would not, individually or in the "Applicable Date") (such formsaggregate, statementsreasonably be expected to have a Material Adverse Effect. As of their respective filing dates, certifications, reports the Company Reports complied in all material respects with the requirements of the Exchange Act and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through Securities Laws and the date hereof, including any amendments thereto, rules and regulations of the "SEC and the ISA promulgated thereunder applicable to the Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each , and none of the Company Reports, at the time of its filing or being furnished, complied in all material respects they were filed with the applicable requirements of SEC or the Securities ActISA, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act")as applicable, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (contained or, if amendedamended or supplemented, as of the date of such amendment)so amended or supplemented, the Company Reports 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 made therein, in the light of the circumstances in under which they were made, not misleading. (ii) The . As of their respective filing dates, the financial statements of Orckit included in the Company is in compliance Reports complied as to form in all material respects with applicable accounting requirements and the applicable listing and corporate governance published rules and regulations of NASDAQ. the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States, consistently applied during the periods involved (iii“GAAP”) Each (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the consolidated balance sheets included in extent they may exclude footnotes or incorporated by reference into the Company Reports (including the related notes may be condensed or summary statements) and schedules) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Orckit as of the dates thereof and the results of its date and each of the consolidated statements of operations, stockholders' equity operations and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes). (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (ia) The Company, and each Company Subsidiary has filed with or furnished to (furnished, as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis all forms, filings, registrations, submissions, statements, certifications, reports and documents required to be filed with or furnished to by it with the SEC by U.S. Securities and Exchange Commission (the Company “SEC”) under the Exchange Act or the Securities Act of 1933since December 31, as amended 2006 (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, documents filed or furnished since the Applicable Date December 31, 2006 and through the date hereof, including any amendments thereto, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, complied will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Exchange Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amendedamended prior to the date hereof, as of the date of such amendment), the Company Reports did not not, and any Company Reports filed or furnished with the SEC subsequent to the date hereof 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 statements made therein, in light of the circumstances in which they were made, not misleading. (b) The Company’s consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports, were or will be prepared (i) in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required under the rules of the SEC to be in compliance with GAAP) and (ii) to comply as to form, as of their respective date of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and in each case such consolidated financial statements fairly presented, in all material respects, the consolidated financial position, results of operations, changes in stockholder equity and cash flows of the Company and the consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods covered thereby (subject, in the case of unaudited statements, to normal year-end adjustments which were not and which are not expected to be, individually or in the aggregate, material to the Company and its consolidated Company Subsidiaries taken as a whole). (c) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQThe Nasdaq Stock Market, LLC (the “Nasdaq Stock Market”). (iiid) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's ’s filings with the SEC and other public disclosure documents. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iiiii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. a material effect on its financial statements. (e) The Company has disclosed, based on its the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreementhereof, to the Company's outside ’s auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivBoard (A) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The information and has identified for the Company’s auditors and audit committee of the Company has changed its internal controls to correct such deficiencies and Board any material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes weaknesses in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls control over financial reporting. Since December 31, 2006, no material complaints, allegation, assertion or claim, whether written or oral from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from the Company employees regarding questionable accounting or auditing matters, have been received by the Company. No attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board or the Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act. (f) The Company and Company Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2007 with the Board of Governors of the Federal Reserve System (the “FRB”), the Federal Deposit Insurance Corporation (the “FDIC”), the California Department of Financial Institutions (the “DFI”) or any other Governmental Authority having jurisdiction over its business or any of its assets or properties (each a “Regulatory Authority”), and all other material reports and statements required to be filed by it since December 31, 2007, including, without limitation, the rules and regulations of the FDIC, the DFI or any other Regulatory Authority, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports and statements complied in all material respects with all the laws, rules and regulations of the applicable Regulatory Authority with which they were filed.

Company Reports; Financial Statements. (i) The filings required to be made by Company has since January 1, 2006 under the Securities Act and the Exchange Act have been filed with or furnished to (as applicable) the U.S. Securities and Exchange Commission (the "“SEC") on a timely basis ”), including all forms, statements, certificationsreports, reports agreements (oral or written) and documents required to be filed all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates or as of the date of final amendment, as applicable, and in the case of such filings made after the date hereof will comply, in all material respects with or furnished all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Company has made available (except to the extent available through XXXXX) to Parent each registration statement, report, proxy statement and information statement filed by it with the SEC by pursuant to the Company under Securities Act or the Exchange Act or (all such filings, including all amendments and supplements thereto, the Securities Act of 1933, as amended (the "Securities Act"“Company Reports”) since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents2006, including all (i) Company’s Annual Reports on Form 10-K, (ii) Company’s Quarterly Reports on Form 10-Q, and (iii) Company’s Current Reports on Form 8-K furnished pursuant to Item 12, Results of Operations and Financial Condition (or pursuant to Item 9 in accordance with SEC Release No. 33-8216), each in the form (including exhibits, appendices annexes and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto) required by the SEC under the Securities Act or the Exchange Act, as the "Company Reports")case may be. None of the Company's Subsidiaries is required Company Reports (in the case of Company Reports filed pursuant to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of their effective dates, contained, nor in the case of such Company Reports filed after the date of such amendment)hereof will contain, the Company Reports 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 to make the statements made therein not misleading. None of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act) as of the respective dates filed with the SEC or first mailed to stockholders, as applicable, contained, nor in the case of such Company Reports filed after the date hereof will contain, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading. (ii) . The consolidated financial statements of Company is and its Subsidiaries included in compliance or incorporated by reference into the Company Reports comply, and in the case of consolidated financial statements included in or incorporated by reference into the Company Reports filed after the date hereof will comply, in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) present, and in the case of consolidated balance sheets included in or incorporated by reference into Company Reports filed after the date hereof will present fairly presents in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date date, and each of the consolidated statements of operations, stockholders' equity income and consolidated statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) presents, and in the case of consolidated statements of income and consolidated statements of cash flows included in or incorporated by reference into Company Reports filed after the date hereof will present, fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All . (ii) Section 3.1(e)(ii) if the Company Disclosure Schedules sets forth, subject to the qualifications therein (a) Company’s current cash and cash equivalents, (b) the current value of Company’s marketable securities and (c) the estimated sale value of Company's Subsidiaries ’s real property. (iii) Company has heretofore furnished to Parent complete and correct copies of all amendments and modifications that have not been filed by Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are consolidated for accounting purposescurrently in effect. (iv) The Company maintains and shall continue to maintain a standard system of accounting established and administered in accordance with U.S. GAAP. Company and its Subsidiaries have implemented and maintained maintain a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed sufficient to provide reasonable assurances regarding the reliability of financial reporting and the assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with GAAPmanagement’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Section 3.1(e)(iv) of the Company maintains disclosure controls Disclosure Schedules lists, and procedures Company has made available to Parent complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. (v) Company has timely filed and made available to Parent all certifications and statements required by (x) Rule 13a-15 13a-14 or 15d-15 Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) (the “Xxxxxxxx-Xxxxx Act”) with respect to any Company Reports. Such Company’s disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(fsections 13a-15(e) and 15d-15(e) of the Exchange Act) that would reasonably be likely effectively enable Company to adversely affect comply with, and the Company's ability appropriate officers of Company to recordmake all certifications required under, processthe Xxxxxxxx-Xxxxx Act of 2002 and the regulations promulgated thereunder. Section 3.1(e)(v) of the Company Disclosure Schedules lists, summarize and report financial information. The Company has changed its internal controls made available to Parent complete and correct such deficiencies and material weaknessescopies of, all written descriptions of, and all policies, manuals and other than documents promulgating, such correctionsdisclosure controls and procedures. As used in this Section 3.1(e), since the date of such evaluationterm “file” shall be broadly construed to include any manner in which a document or information is furnished, there have been no significant changes in internal controls supplied or in other factors that could significantly affect otherwise made available to the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingSEC.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, schedules, registration statements, prospectuses, certifications, reports reports, and documents required to be filed with or furnished by it with the SEC pursuant to the SEC by the Company under Securities Act or the Exchange Act or (together with all certifications required pursuant to the Securities Sxxxxxxx-Xxxxx Act of 19332002, as amended (the "Securities “SOX Act") ”), since January 1December 31, 2004 2015 (the "“Applicable Date"”) (such the forms, exhibits, statements, certificationsreports, reports documents and documentsfinancial statements (including the Company Financial Statements), including and all exhibits, appendices and attachments included or information incorporated therein, therein by reference to other documents filed or furnished with SEC) filed since the Applicable Date through and those filed subsequent to the date hereofof this Agreement, including any amendments thereto, collectively, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each No Subsidiary of the Company Reports, is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (b) Each Company Report (i) at the time it was filed (or, in the case of its filing or being furnishedCompany Reports that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the Exchange Act case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations of the SEC promulgated thereunder applicable to such Company Report; and (ii) did not at the Company Reports. As of their respective dates time it was filed (or, or if amended, as of amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), the Company Reports 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 in under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff in respect of the Company Reports. (iic) The Each of the audited consolidated financial statements of the Company is and its consolidated Subsidiaries and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries (including, in compliance each case, all related notes or schedules) included in, or incorporated by reference into, the Company Reports (the “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the applicable listing and corporate governance published rules and regulations of NASDAQ. the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (iii“GAAP”) Each (except, in the case of unaudited statements, as permitted by Form 10-Q of the consolidated balance sheets included SEC) applied on a consistent basis in or incorporated by reference into all material respects during the Company Reports periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements results of their operations, stockholders' changes in shareholders’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company dates thereof and its consolidated Subsidiaries for the periods set forth therein shown (except as may be indicated in the notes thereto and subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that are not material individually or in the aggregate). (d) As of the date hereof, except (i) as disclosed, reflected or reserved against in the Company’s consolidated balance sheet as of December 31, 2018 (the “Company Balance Sheet”) (or the notes thereto) included in the Company Reports; (ii) for liabilities and in each case have been prepared obligations incurred in accordance with U.S. generally accepted accounting principles this Agreement; ("GAAP"iii) applied for liabilities and obligations that have been incurred in the Ordinary Course of Business since December 31, 2018; (iv) for liabilities and obligations that have been discharged or paid in full; (v) for liabilities and obligations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; and (vi) as set forth on a consistent basis, except as may be noted otherwise therein. All Section 3.5(d) of the Company's Company Disclosure Schedule, none of the Company or its Subsidiaries are consolidated for accounting purposeshas any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (ive) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company Reports. Since January 1, 2018 through the date hereof, subject to any applicable grace periods, the Company and each of its officers and directors have been and are in all material respects in compliance with the applicable listing and corporate governance rules and regulations of Nasdaq. (f) The Company and its Subsidiaries have implemented and maintained maintains a system of “internal accounting controls and control over financial reporting reporting” (as required by Rule 13a-15(adefined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are reasonably designed to provide reasonable assurances regarding the reliability of financial reporting and the assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP applied consistently with past practice; (ii) that transactions are executed only in accordance with GAAPthe authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. The Company maintains “disclosure controls and procedures required by Rule 13a-15 or 15d-15 procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Such disclosure controls and procedures (i) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the individuals responsible for the preparation management of the Company's filings , as appropriate, to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) As of the SEC and other public disclosure documentsdate hereof, and there are no (iiA) unconsolidated Subsidiaries of the Company or (B) off-balance sheet arrangements to which the Company or any of its Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K that have not been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed so described in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingReports.

Company Reports; Financial Statements. (i) i. The Company has filed with or furnished to (furnished, as applicable) , with the Securities and Exchange Commission (the "SEC") Commission, on a timely basis all formsbasis, statements, certifications, reports and documents each Company Report required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933it since April 5, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports")2022. None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time As of its respective date of filing or being furnished, and, if amended, as of the date of the last such amendment, each Company Report was prepared and complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Exchange Act"), and any rules and regulations promulgated thereunder applicable to the such Company ReportsReport. As of their its respective dates (ordate of filing or being furnished, and, if amendedamended or superseded, as of the date of the last such amendment)amendment or subsequent filing, the no Company Reports did not contain Report 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 made therein, in the light of the circumstances in which they were made, not misleading. (ii) . The consolidated statements of financial position and the related consolidated statements of loss and comprehensive loss, changes in equity and cash flows included in each Company is Report have been prepared from, and are in compliance in all material respects with accordance with, the applicable listing books and corporate governance rules and regulations of NASDAQ. (iii) Each records of the Company and its consolidated balance sheets included in or incorporated by reference into the Company Reports subsidiary entities (including the related notes and schedules“Subsidiaries”), (A) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date the dates shown and each the results of the consolidated statements of operationsloss and comprehensive loss, stockholders' changes in equity and cash flows included in or incorporated by reference into of the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and Subsidiaries for changes in financial position, as the case may be, equity and cash flows of the Company and its consolidated Subsidiaries for the respected fiscal periods set forth therein (forth, subject, in the case of any unaudited financial statements, to notes and normal recurring year-end audit adjustments), and in each case (B) have been prepared in accordance with U.S. generally accepted accounting principles IFRS consistently applied during the periods involved, and in the case of unaudited financial statements except for the absence of footnote disclosure, and ("GAAP"C) applied on a consistent basis, except as may be noted otherwise therein. All comply in all material respect with the requirements of the Company's Subsidiaries are consolidated for accounting purposesCommission. iii. Since December 31, 2023, (ivA) The the Company and its Subsidiaries have implemented and maintained a system conducted their respective businesses in all material respects in the ordinary course of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, business and (iiB) no events, changes or developments have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed occurred that, individually or in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosedaggregate, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design have had or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely expected to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingCompany Material Adverse Effect.

Company Reports; Financial Statements. (i) The Company has filed with delivered to Parent each registration statement, report, proxy statement or furnished to (as applicable) the Securities and Exchange Commission information statement prepared by it since December 31, 1998 (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Audit Date") each in the form (such forms, statements, certifications, reports and documents, including all exhibits, appendices annexes and attachments included or incorporated therein, any amendments thereto) filed or furnished since with the Applicable Date through the date hereofOSE (collectively, including any amendments theretosuch reports filed subsequent to the date hereof and as amended, the "Company Reports"). None As of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reportsdate hereof, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment), ) the Company Reports did not not, and any Company Reports filed with the OSE subsequent to the date hereof shall 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 light of the circumstances in which they were made, not misleading. (ii) The Company is , in compliance in all material respects with the applicable listing and corporate governance rules and regulations each case, as of NASDAQ. (iii) their respective dates. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents presents, or, in all material respects the case of Company Reports filed with the OSE subsequent to the date hereof, shall fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity income and cash flows of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents presents, or in all material respects the consolidated case of Company Reports filed with the OSE subsequent to the date hereof, shall fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (i) The Company has filed with with, or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") to, on a timely basis basis, all forms, statements, certifications, reports and documents required to be filed with by it with, or furnished to to, the SEC by the Company under pursuant to the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereofcollectively, including together with any amendments theretoexhibits and schedules thereto and other information incorporated therein, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company ReportsReports and the draft of the Company’s Annual Report on Form 10-K for its fiscal year ended June 29, 2014 (which draft is attached to Section 5.1(e)(i) of the Company Disclosure Schedule, as so attached, the “Draft 10-K”), at the time of its filing or being furnished(or, if amended prior to the date of this Agreement, as of the date of such amendment) complied or, if not yet filed, will comply in all material respects in form and content with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "“Xxxxxxxx-Xxxxx Act"), ”) and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Company Reports and the Draft 10-K did not not, and any Company Reports filed with the SEC on or subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Company Reports and, to the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is required to file or furnish with or to the SEC any periodic or current reports pursuant to Section 13 or 15(d) of the Exchange Act. (ii) The Company is maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act. The Company’s management has conducted an assessment of the Company’s internal control over financial reporting in compliance in all material respects with the applicable listing requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended June 29, 2014, and, based on such assessment, the Company’s management (i) determined that the Company’s internal control over financial reporting, as of June 29, 2014, was effective and corporate governance rules (ii) did not identify any fraud, or alleged fraud that resulted in an internal investigation, that involves management or other employees who have a significant role in such controls. The Company has disclosed, based on the most recent evaluation of its chief executive officer and regulations its chief financial officer prior to the date of NASDAQthis Agreement, to the Company’s auditors and the audit committee of the Company Board, (1) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) any fraud, to the Knowledge (as defined below) of the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents presents, or, in the case of Company Reports filed on or after the date of this Agreement, will fairly present, in each case, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity operations and consolidated statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents presents, or in the case of Company Reports filed on or after the date of this Agreement, will fairly present, in each case, in all material respects respects, the consolidated results of operations, retained earnings consolidated cash flows and changes in financial positionstockholders’ equity, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments)) and, and in each case case, have been prepared in accordance with (A) U.S. generally accepted accounting principles ("“GAAP"”) consistently applied on a consistent basisduring the periods involved (except, except as may be noted otherwise therein. All in the case of the Company's Subsidiaries are consolidated for accounting purposesunaudited statements, as permitted by the SEC) and (B) the published rules and regulations of the SEC with respect thereto (except, in the case of the unaudited statements, as permitted by the SEC), in all material respects. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting Company’s Annual Report on Form 10-K for the year ended June 29, 2014, when filed with the SEC, will not contain any changes (as required by Rule 13a-15(a) under the Exchange Act) other than changes that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed both de minimis in the Company Reports aggregate and unrelated to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report numbers regarding financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since ) from the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.Draft 10-K.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, schedules, registration statements, prospectuses, certifications, reports reports, and documents required to be filed with or furnished by it with the SEC pursuant to the SEC by the Company under Securities Act or the Exchange Act or (together with all certifications required pursuant to the Securities Xxxxxxxx-Xxxxx Act of 19332002, as amended (the "Securities “SOX Act") ”), since January 1December 31, 2004 2015 (the "“Applicable Date"”) (such the forms, exhibits, statements, certificationsreports, reports documents and documentsfinancial statements (including the Company Financial Statements), including and all exhibits, appendices and attachments included or information incorporated therein, therein by reference to other documents filed or furnished with SEC) filed since the Applicable Date through and those filed subsequent to the date hereofof this Agreement, including any amendments thereto, collectively, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each No Subsidiary of the Company Reports, is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (b) Each Company Report (i) at the time it was filed (or, in the case of its filing or being furnishedCompany Reports that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act, as the Exchange Act case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations of the SEC promulgated thereunder applicable to such Company Report; and (ii) did not at the Company Reports. As of their respective dates time it was filed (or, or if amended, as of amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), the Company Reports 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 in under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff in respect of the Company Reports. (iic) The Each of the audited consolidated financial statements of the Company is and its consolidated Subsidiaries and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries (including, in compliance each case, all related notes or schedules) included in, or incorporated by reference into, the Company Reports (the “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the applicable listing and corporate governance published rules and regulations of NASDAQ. the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (iii“GAAP”) Each (except, in the case of unaudited statements, as permitted by Form 10-Q of the consolidated balance sheets included SEC) applied on a consistent basis in or incorporated by reference into all material respects during the Company Reports periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements results of their operations, stockholders' changes in shareholders’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company dates thereof and its consolidated Subsidiaries for the periods set forth therein shown (except as may be indicated in the notes thereto and subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that are not material individually or in the aggregate). (d) As of the date hereof, except (i) as disclosed, reflected or reserved against in the Company’s consolidated balance sheet as of December 31, 2018 (the “Company Balance Sheet”) (or the notes thereto) included in the Company Reports; (ii) for liabilities and in each case have been prepared obligations incurred in accordance with U.S. generally accepted accounting principles this Agreement; ("GAAP"iii) applied for liabilities and obligations that have been incurred in the Ordinary Course of Business since December 31, 2018; (iv) for liabilities and obligations that have been discharged or paid in full; (v) for liabilities and obligations that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; and (vi) as set forth on a consistent basis, except as may be noted otherwise therein. All Section 3.5(d) of the Company's Company Disclosure Schedule, none of the Company or its Subsidiaries are consolidated for accounting purposeshas any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (ive) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company Reports. Since January 1, 2018 through the date hereof, subject to any applicable grace periods, the Company and each of its officers and directors have been and are in all material respects in compliance with the applicable listing and corporate governance rules and regulations of Nasdaq. (f) The Company and its Subsidiaries have implemented and maintained maintains a system of “internal accounting controls and control over financial reporting reporting” (as required by Rule 13a-15(adefined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are reasonably designed to provide reasonable assurances regarding the reliability of financial reporting and the assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP applied consistently with past practice; (ii) that transactions are executed only in accordance with GAAPthe authorization of management; and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. The Company maintains “disclosure controls and procedures required by Rule 13a-15 or 15d-15 procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Such disclosure controls and procedures (i) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded recorded, processed, summarized and reported on a timely basis within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the individuals responsible for the preparation management of the Company's filings , as appropriate, to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) As of the SEC and other public disclosure documentsdate hereof, and there are no (iiA) unconsolidated Subsidiaries of the Company or (B) off-balance sheet arrangements to which the Company or any of its Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K that have not been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed so described in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingReports.

Company Reports; Financial Statements. (ia) The Company has filed all reports, registration statements and other filings, together with any amendments or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents supplements required to be filed made with or furnished respect thereto, that it has been required to file with the SEC by the Company under the Act and the Securities Exchange Act or the Securities Act of 19331934, as amended (the "Securities 1934 Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None As of the Company's Subsidiaries is required to file any documents respective dates of their filing with the SEC. Each of , the Company Reports, at the time of its filing or being furnished, Reports complied in all material respects with the applicable requirements provisions of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx 1934 Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports 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 light of the circumstances in under which they were made, not misleading. All reports, registration statements and other filings filed by the Company with the SEC since June 30, 1998 (including exhibits and any amendments thereto and documents incorporated by reference therein) are referred to in this Agreement as the "Company Reports". (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iiib) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its the date of such balance sheet and each of the consolidated statements of operationsincome, changes in stockholders' equity equity, and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated results of operations, retained earnings cash flows, and changes in financial positionstockholders' equity, as the case may be, of the Company and its consolidated Subsidiaries subsidiaries for the periods set forth therein in such statements (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have has been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All , and in compliance in all material respects with the rules and regulations of the Company's Subsidiaries are consolidated for accounting purposesSEC. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (i) The Company has made available to the Parent each registration statement, report, form, proxy or information statement or other document filed or furnished by the Company or any of its Subsidiaries with or to the SEC since July 31, 2005 (the “Company Audit Date”), including (i) the Company’s Annual Report on Form 10-K for the year ended July 31, 2005 and (ii) the Company’s Quarterly Reports on Form 10-Q for the period ended October 31, 2005, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively with each other, any such registration statements, reports, forms, proxy or information statements or other documents so filed or furnished subsequent to (the date of this Agreement and any amendments to any of the foregoing, the “Company Reports”). The Company and its Subsidiaries have filed or furnished, as applicable) , with or to the Securities and Exchange Commission (the "SEC") on a timely basis SEC all registration statements, reports, forms, statements, certifications, reports proxy or information statements and other documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, so filed or furnished by them pursuant to applicable securities statutes, regulations, policies and rules since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SECAudit Date. Each of the Company Reports, at the time of its filing first filed with or being furnishedfurnished to the SEC, complied or will comply (as applicable) in all material respects with the applicable requirements of the Securities Act, the Act and Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder and complied in all material respects with the then applicable to the Company Reportsaccounting standards. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002, as amended (the “SOX Act”), and, to the extent applicable, the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents or, in all material respects the case of Company Reports filed or furnished after the date of this Agreement, will fairly present the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date and each of the consolidated statements of operationsincome, stockholders' ’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents or, in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may beof Company Reports filed or furnished after the date hereof, will fairly present the income, stockholders’ equity and cash flows, respectively, of the Company and its consolidated Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All . (iii) The Company is in compliance in all material respects with the applicable provisions of the Company's Subsidiaries are consolidated for accounting purposesSOX Act and the applicable listing and corporate governance rules and regulations of Nasdaq. (iv) The management of the Company has (a) designed and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (ias defined in Rule 13a-15(e) are designed of the Exchange Act) to ensure that material information required relating to be disclosed by the Company, including its consolidated subsidiaries, is made known to the management of the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documentsby others within those entities, and (iib) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company's ’s outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivBoard (1) of the Company Disclosure Schedule any all significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would which are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies data and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls over financial reporting. The Company has made available to Parent a summary of any such disclosure made by management since August 31, 2003. Since the Company Audit Date, any material change in internal control over financial reporting required to be disclosed in any Company Report has been so disclosed. (v) Since the Company Audit Date, (a) neither the Company nor any of its Subsidiaries nor, to the knowledge of the officers of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (b) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or, to the knowledge of the officers of the Company, to any director or officer of the Company.

Company Reports; Financial Statements. (i) The Company has filed with or furnished to (furnished, as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to by it with the SEC by Securities Exchange Commission (the Company “SEC”) under the Exchange Act or the Securities Act of 1933, as amended (the "”Securities Act"”) since January 1, 2004 (the "”Applicable Date"”) (such the forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, documents filed or furnished since the Applicable Date through and those filed or furnished subsequent to the date hereof, including any amendments thereto, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, complied will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Exchange Act"), and any rules and regulations promulgated thereunder applicable to the Company ReportsReports and complied or will comply, as applicable, in all material respects with the then-applicable accounting standards. As of their respective dates (or, if amendedamended prior to the date hereof, as of the date of such amendment), the Company Reports did not not, and any Company Reports filed or furnished with the SEC subsequent to the date hereof 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 statements made therein, in light of the circumstances in which they were made, not misleading. The Company Reports filed or furnished on or prior to the date of this Agreement included, and if filed or furnished after the date of this Agreement, will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors to the extent required by Section 404 of SOX. As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company Reports. To the Knowledge of the Company, as of the date of this Agreement none of the Company Reports is the subject of an ongoing SEC review. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQthe NYSE. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects, or, in the case of Company Reports filed after the date hereof, will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' ’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects, or in the case of Company Reports filed after the date hereof, will fairly present in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of therein or elsewhere in the Company's Subsidiaries are consolidated for accounting purposesCompany Reports. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting maintains disclosure controls and financial reporting procedures (as required defined by Rule 13a-15(a13a 15(e) or 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures as required by Rule 13a-15 13a 15(a) or 15d-15 15d 15(a) under the Exchange Act. Such The Company designed such disclosure controls and procedures (i) are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, that is required to be disclosed by in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within applicable time periods, and that such information is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosures, particularly during the period in which the Company is recorded preparing such reports under the Exchange Act. Any controls and reported procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company’s are designed to do. Based on a timely basis its most recent evaluation of the effectiveness of the design and operation of its disclosure controls and procedures performed as required by Rule 13a-15(b) or 15d-15(b) under the Exchange Act, and subject to the individuals responsible for foregoing, the preparation Company concluded that the design and operation of its disclosure controls and procedures provided reasonable assurance that the disclosure controls and procedures were effective to accomplish their objectives. The management of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness Company has disclosed in accordance with the Xxxxxxxx-Xxxxx Act Company’s applicable policies and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosedprocedures, based on its most recent evaluation prior to of its internal controls over financial reporting (as defined by Rule 13a 15(f) or 15d-15(f) under the date of this AgreementExchange Act) performed as required by Rule 13a 15 and 15d-15 under the Exchange Act, to the Company's ’s outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv(A) of the Company Disclosure Schedule any all significant deficiencies and material weaknesses (each as defined by applicable rules under the Exchange Act) in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would which are reasonably be likely to adversely affect in any material respect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies information and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls over financial reporting. Since January 1, 2004, the Company has disclosed any material weakness (as defined by applicable rules under the Exchange Act) in its internal control over financial reporting and its conclusions regarding the effectiveness of its disclosure controls and procedures to the extent and in the manner required to be disclosed in the reports that the Company files or submits under the Exchange Act. (v) The Company has delivered to the Parent the following statutory statements, in each case together with the exhibits, schedules and notes thereto and any affirmations and certifications filed, or to be filed, therewith (collectively, the “Company Statutory Statements”): the annual statement of the Company and each of its insurance Subsidiaries as of December 31, 2005, as filed with the insurance Governmental or Entity of such company’s jurisdiction of domicile, including the statutory basis financial statements of the Company and each of its insurance Subsidiaries as audited by Deloitte & Touche LLP as of December 31, 2005. The Company Statutory Statements present fairly, in all material respects, the statutory financial condition and results of operations of the Company and were prepared, in all material respects, in conformity with statutory accounting principles prescribed or permitted by the applicable insurance Governmental Entity as in effect as of the date thereof (“SAP”) applied on a consistent basis during the period presented and with prior periods, except as expressly set forth within the subject Company Statutory Statements. No notice to the Company or any of its insurance Subsidiaries of deficiencies has been asserted by any Governmental Entity with respect to the Company Statutory Statements, and the Company Statutory Statements comply in all material respects with all applicable Law. (vi) The Company and each of its insurance Subsidiaries has filed or submitted all statutory statements required to be filed with or submitted to the insurance Government Entities in its state of domicile and of any state where it is licensed or from which it has received a License, and no deficiency has been asserted with respect to such statutory statements by the applicable insurance Governmental Entity which has not been cured, waived or otherwise resolved to the satisfaction of such insurance Governmental Entity except as set forth in Schedule 5.1(h)(i) of the Company Disclosure Letter or for those deficiencies which would not, individually or in the aggregate, have or be reasonably likely to have a Company Material Adverse Effect.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (furnished, as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis basis, all forms, statements, certifications, reports and documents required to be filed with or furnished to by it with the SEC by the Company under pursuant to the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 2016 (the "“Applicable Date"”) (such the forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, documents filed or furnished to the SEC since the Applicable Date through the date hereofDate, including any amendments thereto, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act")2002, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports did not 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 light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iiib) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects presents, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated and combined statements of operations, stockholders' comprehensive income, equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings (loss) and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries such companies for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments), and in each case have been were prepared in accordance with U.S. generally accepted accounting principles ("GAAP") GAAP applied on a consistent basisbasis during the periods involved, except as may be noted otherwise thereintherein or in the notes thereto. All of KPMG LLP is an independent registered public accounting firm with respect to the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (has not resigned or been dismissed as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other independent registered public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors accountants of the Company and identified as a result of or in Section 5.1(e)(iv) of connection with any disagreement with the Company Disclosure Schedule on any significant deficiencies and material weaknesses in the design matter of accounting principles or operation of its internal controls over practices, financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls statement disclosure or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether auditing scope or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingprocedures.

Company Reports; Financial Statements. (i) The Company has filed with or furnished to (furnished, as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis basis, all forms, statements, certifications, reports and documents required to be filed with or furnished to by it with the SEC by the Company under pursuant to the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since from January 1, 2004 2007 (the "“Applicable Date"”) (such the forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, documents filed or furnished since the Applicable Date through and those filed or furnished subsequent to the date hereofof this Agreement, including any amendments thereto, the "“Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, complied will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "“Xxxxxxxx-Xxxxx Act"”), and any rules and regulations promulgated thereunder applicable to the Company Reports, including any applicable accounting requirements. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of the date of this Agreement, none of the Company’s Subsidiaries is subject to the reporting requirements of Section 13(a) or 15(d) under the Exchange Act. (ii) The Since the Applicable Date, subject to any applicable grace periods, the Company has been and is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of NASDAQthe NYSE. (iii) Each of the consolidated balance sheets included in Except as has not had, and would not be reasonably likely to have, individually or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statementsaggregate, to notes and year-end adjustments)a Company Material Adverse Effect, and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"A) applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, Act and (iiB) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company's outside ’s auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivBoard, (1) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of under the Exchange Act) that would are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls information and (2) any fraud, to correct such deficiencies and material weaknesses, and other than such corrections, since the date Knowledge (as defined below) of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls control over financial reporting. (iv) Each of the condensed consolidated statements of financial position included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or, in the case of Company Reports filed after the date of this Agreement, will fairly present, in each case, in all material respects, the condensed consolidated financial position of the Company and its Subsidiaries as of its date and each of the condensed consolidated statements of income and condensed consolidated statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or in the case of Company Reports filed after the date of this Agreement, will fairly present, in each case, in all material respects, the net income and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents Reports with the SEC. Each of the Company Reports, at the time of its filing or being furnished, Report complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Exchange Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of applicable, each as in effect on the date so filed. None of such amendment), the Company Reports did not contain (including any financial statements or schedules included or incorporated by reference therein) contained when filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omit omitted or omits or will omit, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements made therein, in the light of the circumstances in under which they were or are made, not misleading. (iib) The Company is has made available (including via the SEC’s XXXXX system, as applicable) to Parent all of the Company Financial Statements. Each of the Company Financial Statements (including, in compliance each case, any related notes thereto), as of their respective dates of filing with the SEC: (i) comply as to form in all material respects with the applicable listing and corporate governance published rules and regulations of NASDAQ. the SEC with respect thereto as of their respective dates; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for quarterly reports); and (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings the Company’s operations and changes in financial position, cash flows as at the case may be, of the Company dates and its consolidated Subsidiaries for the periods set forth therein (indicated therein, subject, in the case of unaudited interim financial statements, to notes normal and recurring year-end adjustments), audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC. (c) There are no Liabilities of the Company or any of its Subsidiaries that are required to be reflected in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All consolidated balance sheet of the Company's Subsidiaries are consolidated , other than (i) Liabilities disclosed and provided for accounting purposesin the Company Financial Statements or in the notes thereto or in the Company Reports, (ii) Liabilities incurred on behalf of the Company in connection with the transactions contemplated by this Agreement and (iii) Liabilities, incurred in the ordinary course of business since March 31, 2010. (ivd) The Since October 1, 2004, other than as set forth in Section 4.8(d) of the Company Disclosure Letter, the Company has been and its Subsidiaries have implemented is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and maintained a system the rules and regulations promulgated thereunder. (e) Other than as set forth in Section 4.8(e) of internal accounting the Company Disclosure Letter, the Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as required by such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15(a) 13a-15 under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures . (if) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has discloseddisclosed to the Company’s auditors and the audit committee of the Company Board, based on its most recent evaluation prior to the date of this Agreementhereof, and to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivParent, (i) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would which are reasonably be likely to adversely affect in any material respect the Company's ’s ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies information and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's ’s internal controls over financial reporting. (g) As of the date hereof and since the date of the Company Balance Sheet, the Company has not identified any outstanding material weaknesses in the design or operation of its internal control over financial reporting.

Company Reports; Financial Statements. (i) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") filed, on a timely basis basis, all forms, statementsreports, certificationsprospectuses, reports proxy statements and documents (together with all amendments thereof and supplements thereto) required to be filed by it with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 2019 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the "Applicable “Company Reports”). The Company Reports (as of the date filed with the SEC and, in the case of registration statements, prospectuses and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company Reports amended or superseded by a filing prior to the Initial Signing Date", then on the date of such amending or superseding filing) (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, i) have complied in all material respects with either the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any applicable rules and regulations promulgated by the SEC thereunder applicable to the Company Reports. As of their respective dates and (or, if amended, as of the date of such amendment), the Company Reports 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 in under which they were made, not misleading. (ii) The consolidated financial statements of the Company, and the related notes thereto, included or incorporated by reference in the Company is Reports, as of the date filed with the SEC (and, in compliance the case of registration statements, prospectuses and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company Report amended or superseded by a filing prior to the Initial Signing Date, then on the date of such amending or superseding filing), have complied as to form in all material respects with applicable accounting requirements and with the applicable listing and corporate governance published rules and regulations of NASDAQ. the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (iii“GAAP”) Each applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes SEC), and schedules) fairly presents presented, in all material respects (subject, in the case of the unaudited statements, to normal year-end adjustments and the absence of footnote disclosure, none of which, individually or in the aggregate, are material to the Company and its Subsidiaries taken as a whole), the consolidated financial position of the Company and its consolidated Subsidiaries as of its the date of such financial statements and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings their operations and changes in financial position, as the case may be, cash flows for each of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposesthen ended. (iviii) The Company and its Subsidiaries have (A) has implemented and maintained a system of internal accounting maintains disclosure controls and financial reporting procedures (as required by defined in Rule 13a-15(a13a-15(e) under the Exchange Act) that are reasonably designed to provide reasonable assurances regarding assurance that material information relating to the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company Company, including its consolidated Subsidiaries, is recorded and reported on a timely basis made known to the individuals responsible for the preparation of the Company's ’s filings with the SEC and other public disclosure documentsSEC, and (iiB) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this AgreementInitial Signing Date, to the Company's ’s outside auditors and the Board of Directors’ audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv(i) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of under the Exchange Act) that would are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report material financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect (ii) any fraud involving the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves by management or other employees who have a significant role in the Company's ’s internal controls over financial reporting. As of the Initial Signing Date, to the Knowledge of the Company, there is no reason that its chief executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. (iv) There is no transaction, arrangement or other relationship between the Company and/or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in the Company Reports and is not so disclosed.

Company Reports; Financial Statements. (ia) The Company has filed all reports, registration statements and other filings, together with any amendments or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents supplements required to be filed made with or furnished respect thereto, that it has been required to file with the SEC by the Company under the Act and the Securities Exchange Act or the Securities Act of 19331934, as amended (the "Securities 1934 Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None As of the Company's Subsidiaries is required to file any documents respective dates of their filing with the SEC. Each of , the Company Reports, at the time of its filing or being furnished, Reports complied in all material respects with the applicable requirements provisions of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx 1934 Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports 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 light of the circumstances in under which they were made, not misleading. All reports, registration statements and other filings filed by the Company with the SEC since December 31, 1999 (including exhibits and any amendments thereto and documents incorporated by reference therein) are referred to in this Agreement as the "Company Reports". (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iiib) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its the date of such balance sheet and each of the consolidated statements of operationsincome, changes in stockholders' equity equity, and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings cash flows, and changes in financial positionstockholders' equity, as the case may be, of the Company and its consolidated Subsidiaries subsidiaries for the periods set forth therein in such statements (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that, except with respect to any adjustments to the value of any of the Company's assets and the Company's accounts receivable, will not be material in amount or effect), and in each case have has been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All , and in compliance in all material respects with the rules and regulations of the Company's Subsidiaries are consolidated for accounting purposesSEC. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.

Company Reports; Financial Statements. (ia) The Company has furnished or filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all reports, schedules, forms, statements, certifications, reports statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with or furnished to the SEC by the Company under with the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") SEC since January 1, 2004 (the "Applicable Date") 2015 (such forms, statements, certifications, reports and documents, including together with all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereoffinancial statements, including any amendments theretothe Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the "Proxy Statement, being collectively referred to as the “Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, Report (i) at the time of its filing furnished or being furnishedfiled, complied in all material respects with the applicable requirements of the Securities Exchange Act, the Exchange Securities Act and or the Xxxxxxxx-Xxxxx Act of 2002 (including the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company Reports. As of their respective dates time it was filed (or, or if amended, as of amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), the Company Reports 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 in under which they were made, not misleading. ; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements. Each of the consolidated financial statements of the Company included in the Company Reports (iithe “Company Financial Statements”) The Company is in compliance complied at the time it was filed as to form in all material respects with applicable accounting requirements and the applicable listing and corporate governance published rules and regulations of NASDAQ. the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (iii“GAAP”) Each (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the consolidated balance sheets included SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in or incorporated by reference into the Company Reports (including the related notes thereto) and schedules) fairly presents in all material respects respects, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end adjustmentsaudit adjustments and any other adjustments stated therein or in the notes thereto), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All To the Knowledge of the Company's Subsidiaries , none of the Company Reports is the subject of ongoing SEC review or an outstanding SEC investigation and there are consolidated for accounting purposesno outstanding or unresolved comments received from the SEC with respect to any of the Company Reports, or any resolved comments received from the SEC that have not yet been reflected in the Company Reports. (ivb) The Neither the Company nor any Company Subsidiary has any liability of any nature that is required by GAAP to be set forth on a consolidated balance sheet of the Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures Subsidiaries, except liabilities (i) are designed to ensure that information required to be disclosed by reflected or reserved against in the most recent balance sheet (including the notes thereto) of the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed Company Subsidiaries included in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation filed prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.hereof,

Company Reports; Financial Statements. (i) The Company has filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") filed, on a timely basis basis, all forms, statementsreports, certificationsprospectuses, reports proxy statements and documents (together with all amendments thereof and supplements thereto) required to be filed by it with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 2022 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the "Applicable “Company Reports”). The Company Reports (as of the date filed with the SEC and, in the case of registration statements, prospectuses and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company Reports amended or superseded by a filing prior to the Effective Date", then on the date of such amending or superseding filing) (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, i) have complied in all material respects with either the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any applicable rules and regulations promulgated by the SEC thereunder applicable to the Company Reports. As of their respective dates and (or, if amended, as of the date of such amendment), the Company Reports 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 in under which they were made, not misleading. (ii) The consolidated financial statements of the Company, and the related notes thereto, included or incorporated by reference in the Company is Reports, as of the date filed with the SEC (and, in compliance the case of registration statements, prospectuses and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company Report amended or superseded by a filing prior to the Effective Date, then on the date of such amending or superseding filing), have complied as to form in all material respects with applicable accounting requirements and with the applicable listing and corporate governance published rules and regulations of NASDAQ. the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (iii“GAAP”) Each applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10- Q of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes SEC), and schedules) fairly presents presented, in all material respects (subject, in the case of the unaudited statements, to normal year-end adjustments and the absence of footnote disclosure, none of which, individually or in the aggregate, are material to the Company and its Subsidiaries taken as a whole), the consolidated financial position of the Company and its consolidated Subsidiaries as of its the date of such financial statements and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings their operations and changes in financial position, as the case may be, cash flows for each of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposesthen ended. (iviii) The Company and its Subsidiaries have (A) has implemented and maintained a system of internal accounting maintains disclosure controls and financial reporting procedures (as required by defined in Rule 13a-15(a13a-15(e) under the Exchange Act) that are reasonably designed to provide reasonable assurances regarding assurance that material information relating to the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company Company, including its consolidated Subsidiaries, is recorded and reported on a timely basis made known to the individuals responsible for the preparation of the Company's ’s filings with the SEC and other public disclosure documentsSEC, and (iiB) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this AgreementEffective Date, to the Company's ’s outside auditors and auditors, the Board of Directors’ audit committee of the board of directors of the Company and identified in Section 5.1(e)(ivPurchasers (i) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of under the Exchange Act) that would are reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report material financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect (ii) any fraud involving the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves by management or other employees who have a significant role in the Company's ’s internal controls over financial reporting. As of the Effective Date, to the Knowledge of the Company, there is no reason that its chief executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. (iv) There is no transaction, arrangement or other relationship between the Company and/or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in the Company Reports and is not so disclosed.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1996 including (A) the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "Audit Date"), and (B) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1998, June 30, 1998 and September 30, 1998, each in the form (including exhibits, annexes and any amendments thereto) filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documentscollectively, including all exhibits, appendices and attachments included or incorporated therein, any such reports filed or furnished since the Applicable Date through subsequent to the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date hereof 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 statements made therein, in light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) . Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity income and cash flows of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the failure to include all required notes thereto and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (ivii) The Company has made available to Parent true and its complete copies of the annual statements of each of the Company Insurance Subsidiaries have implemented as filed with the applicable insurance regulatory authorities for the years ended December 31, 1996, 1997 and maintained a system of internal accounting controls 1998, including all exhibits, interrogatories, notes, schedules and financial reporting any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (as required by Rule 13a-15(a) under collectively, including any such annual or quarterly statements filed subsequent to the Exchange Act) that are designed to provide reasonable assurances regarding date hereof, the reliability of financial reporting and the preparation of financial statements in accordance with GAAP"Company SAP Statements"). The Company maintains disclosure controls and procedures required by Rule 13a-15 SAP Statements were (or 15d-15 under the Exchange Act. Such disclosure controls and procedures (iwill be) are designed to ensure that information required to be disclosed prepared in conformity with statutory accounting practices prescribed or permitted by the Company is recorded and reported on a timely basis to the individuals responsible applicable insurance regulatory authority ("SAP") consistently applied for the preparation periods covered thereby and present (or will present) fairly the statutory financial position of such Company Insurance Subsidiaries as at the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act respective dates thereof and the results of operations of such evaluations have Subsidiaries for the respective periods then ended. The Company SAP Statements complied (or will comply) in all material respects with all applicable Laws, rules and regulations when filed, and, to the knowledge of the Company, no material deficiency has been disclosed asserted with respect to any Company SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. The statutory balance sheets and income statements included in the Company Reports SAP Statements have been audited by PriceWaterhouseCoopers LLP, and the Company has made available to the extent required by the Xxxxxxxx-Xxxxx ActParent true and complete copies of all audit opinions related thereto. The Company has disclosedmade available to Parent true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies since January 1, based on its most recent evaluation prior 1995 relating to the date of Company Insurance Subsidiaries. The term "knowledge" when used in this Agreement, Agreement with respect to the Company's outside auditors and Company shall mean the audit committee actual knowledge, after reasonable inquiry, of the board of directors following employees of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record: Eugexx Xxxxxx, processXxucx Xxxxxxx, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknessesXxoyx Xxxxxxx, and other than such correctionsXxonxxxx Xxxxxx, since the date of such evaluationXxraxx Xxxxxx, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraudXxthxx Xxxxxx, whether or not materialXxsox Xxxael, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingSanfxxx Xxxxxxxx xxx Stevx Xxxxxxx.

Company Reports; Financial Statements. (ia) The Since January 1, 2006, the Company has timely filed with or otherwise furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all registration statements, prospectuses, forms, reports, definitive proxy statements, certificationsschedules, reports statements and documents required to be filed with or furnished to the SEC by the Company it under the Exchange Securities Act or the Securities Act of 1933Exchange Act, as amended (the "Securities Act") since January 1case may be, 2004 (together with all certifications required pursuant to the "Applicable Date") (such forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 (the "XxxxxxxxSarbanes-Xxxxx Oxley Act") (such documents xxx xxx xxxxx documents filed by xxx Xxxxxxx xr any of its Subsidiaries with the SEC, including exhibits and other information incorporated therein as they have been supplemented, modified or amended since the time of filing, collectively, the "Company SEC Documents"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective filing dates (or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of then on the date of such amendmentfiling), the Company Reports SEC Documents (i) 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 in under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEX xxxxxxxxxx. None of the Company's Subsidiaries is required to make any filings with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (together with the related notes and schedules thereto, collectively, the "Company Financial Statements") (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company's Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders' equity of the Company and its Subsidiaries as of the dates and for the periods referred to therein. (iib) The Company is in compliance in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act and (ii) the applicable listing and corporate governance rules and govexxxxxx xxxxx xnd regulations of NASDAQthe NYSE. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the Sarbanes-Oxley Act, neither the Company nor any of its Affiliates has xxxx, xxxxxxxd, modified (in any material way), or forgiven personal loans to any executive officer or director of the Company. (iiic) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and year-end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, except as may be noted otherwise therein. All of the The Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (ias defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that all information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded made known to the chief executive officer and the chief financial officer of the Company by others within the Company to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported on a timely basis to within the individuals responsible for time periods specified by the preparation SEC's rules and forms. The Company has evaluated the effectiveness of the Company's filings with the SEC disclosure controls and other public disclosure documentsprocedures and, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the Xxxxxxxx-Xxxxx Acteffectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based Based on its most recent recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, (i) to the Company's outside auditors and the audit committee Knowledge of the board of directors of Company, the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any had no significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely expected to adversely affect the Company's ability to record, process, summarize and report financial information. The information and (ii) the Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there does not have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls control over financial reporting. (d) No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any Subsidiary of the Company, has reported to the Company's chief legal counsel or chief executive officer evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents pursuant to Section 307 of the Sarbanes-Oxley Act. (e) Since January 1, 2006, to the Knxxxxxxx xx xxx Company, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the Sarbanes-Oxley Act by the Company or any of its Subsidiaries. (x) Xx xhe Knowledge of the Company, none of the Company SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2006 through the date of this Agreement relating to the Company SEC Documents and all written responses of the Company thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents other than confidential treatment requests. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of the Company.

Company Reports; Financial Statements. (ia) The Company has filed with or furnished to (furnished, as applicable) the Securities and Exchange Commission (the "SEC") , on a timely basis basis, all forms, statements, certifications, reports and documents required to be filed with or furnished to by it with the SEC by the Company under pursuant to the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act") ”), since January 1, 2004 2010 (the "“Applicable Date"”) (such the forms, statements, certifications, reports and documents, including all exhibits, appendices and attachments included or incorporated therein, documents filed or furnished since the Applicable Date through and those filed or furnished subsequent to the date hereof, including any amendments thereto, the "“Company Reports"”). None No Subsidiary of the Company's Subsidiaries Company is or has been required to file or furnish any documents periodic reports with the SEC. Each Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each of the Company Reports, at the time of its filing or being furnished, furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, applicable accounting standards and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (as amended and including the "Xxxxxxxxrules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act"”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amendedamended prior to the date hereof, as of the date of such amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading. (iib) The Company is maintains internal control over financial reporting (as defined in compliance Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in all accordance with United States generally accepted accounting principles (“GAAP”) and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material respects with the applicable listing and corporate governance rules and regulations of NASDAQeffect on its financial statements. (iiic) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents presents, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date date, and each of the consolidated statements of operationsincome, stockholders' changes in shareholders’ equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents presents, in all material respects respects, the consolidated results of operations, retained earnings and changes in financial positionshareholders’ equity and cash flows, as the case may be, of the Company and its consolidated Subsidiaries such companies for the periods set forth therein (subject, in the case of unaudited interim statements, to notes and normal year-end adjustmentsaudit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis, GAAP and the rules and standards of the Public Company Accounting Oversight Board except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (ivd) The Company and its Subsidiaries have has implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(fRules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its Subsidiaries, required to be included in reports filed under the Exchange Act is made known to the chief executive officer and chief financial officer of the Company or other persons performing similar functions by others within those entities. Neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures which would reasonably be likely to adversely affect the Company's ’s ability to record, process, summarize and report financial information. The Company data, in each case which has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have not been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reportingsubsequently remediated.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1996, including (i) the Company's Annual Reports on Form 10-K for the years ended December 31, 1996 and December 31, 1997 and (ii) the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1998, each in the form (including exhibits, annexes and any amendments thereto) filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all forms, statements, certifications, reports and documents required to be filed with or furnished to the SEC by the Company under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") since January 1, 2004 (the "Applicable Date") (such forms, statements, certifications, reports and documentscollectively, including all exhibits, appendices and attachments included or incorporated therein, any such reports filed or furnished since the Applicable Date through subsequent to the date hereof, including any amendments thereto, the "Company Reports"). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date hereof 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 statements made therein, in light of the circumstances in which they were made, not misleading. (ii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) mis leading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects respects, or, in the case of Company Reports filed with the SEC subsequent to the date hereof, will fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity income and cash flows of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects respects, or, in the consolidated case of Company Reports filed with the SEC subsequent to the date hereof, will fairly present in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries on a consolidated Subsidiaries basis for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end adjustmentsaudit adjustments that will not be material in amount or effect), and in each case have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied on a consistent basisduring the periods involved, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (ivii) The consolidated balance sheets, statements of income and changes in financial position of the Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed included in the Company Reports to filed with the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation SEC prior to the date hereof do not include the financial information of this AgreementThe Humana Foundation Inc. and Parent acknowledges that the assets and liabilities of The Humana Foundation Inc. shall not be transferred, and that Parent shall not have the ability to the Company's outside auditors and the audit committee of elect or appoint the board of directors of the Company and identified in Section 5.1(e)(iv) The Humana Foundation Inc., as part of the Merger and the other transactions contemplated hereby. (iii) The Company Disclosure Schedule has made available to Parent true and complete copies of each annual and quarterly statutory report of any significant deficiencies and material weaknesses in the design or operation of its internal controls over Subsidiaries that was required to be filed with any applicable Governmental Entity for the years ended December 31, 1995, 1996 and 1997 and the quarterly period ended March 31, 1998, including all exhibits, interrogatories, notes, schedules and any actuarial or accounting opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, the "Company SAP Statements"). The Company SAP Statements were in all material respects prepared in conformity with the accounting principles and practices set forth in applicable Laws or prescribed or permitted by the applicable regulatory authority, consistently applied for the periods covered thereby and present fairly in all material respects, except as expressly noted therein, the statutory financial reporting (condition of each of such Subsidiaries as defined in Rule 13a-15(f) at the respective dates thereof and the results of operations of each of such Subsidiaries for the Exchange Act) that would reasonably be likely respective periods then ended. No material deficiency which has not been cured has been asserted with respect to adversely affect any Company SAP Statements by the Company's ability to record, process, summarize and report financial informationapplicable Governmental Entity. The Company has changed its internal controls made available to correct such deficiencies Parent true and material weaknesses, and other than such corrections, since the date complete copies of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge all examination reports of any fraudregulatory agencies since January 1, whether or not material, that involves management or other employees who have a significant role in 1996 relating to its Subsidiaries and all material submissions made by the Company's internal controls over financial reportingCompany and any of its Subsidiaries to such regulatory agencies.

Company Reports; Financial Statements. ‌ (ia) The Company has furnished or filed with or furnished to (as applicable) the Securities and Exchange Commission (the "SEC") on a timely basis all reports, schedules, forms, statements, certifications, reports statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed with or furnished to the SEC by the Company under with the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") SEC since January 1, 2004 (the "Applicable Date") 2014 (such forms, statements, certifications, reports and documents, including together will all exhibits, appendices and attachments included or incorporated therein, filed or furnished since the Applicable Date through the date hereoffinancial statements, including any amendments theretothe Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the "Proxy Statement/Prospectus, being collectively referred to as the “Company Reports"”). None of the Company's Subsidiaries is required to file any documents with the SEC. Each of the Company Reports, Report (i) at the time of its filing furnished or being furnishedfiled, complied in all material respects with the applicable requirements of the Securities Exchange Act, the Exchange Securities Act and or the Xxxxxxxx-Xxxxx Act of 2002 (including the "Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company Reports. As of their respective dates time it was filed (or, or if amended, as of amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), the Company Reports 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 in under which they were made, not misleading. . Each of the consolidated financial statements of the Company included in the Company Reports (iithe “Company Financial Statements”) The Company is in compliance complied at the time it was filed as to form in all material respects with applicable accounting requirements and the applicable listing and corporate governance published rules and regulations of NASDAQ. the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (iii“GAAP”) Each (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the consolidated balance sheets included SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in or incorporated by reference into the Company Reports (including the related notes thereto) and schedules) fairly presents in all material respects respects, in accordance with GAAP, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and year-normal year- end adjustments), and in each case have been prepared in accordance with U.S. generally accepted accounting principles audit adjustments).‌ ("GAAP"b) applied Neither the Company nor any Company Subsidiary has any liability of any nature that is required by GAAP to be set forth on a consistent basisconsolidated balance sheet of the Company and the Company Subsidiaries, except as may be noted otherwise therein. All of the Company's Subsidiaries are consolidated for accounting purposes. (iv) The Company and its Subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that are designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures liabilities (i) are designed to ensure that information required to be disclosed by reflected or reserved against in the most recent balance sheet (including the notes thereto) of the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents, and (ii) have been evaluated for effectiveness in accordance with the Xxxxxxxx-Xxxxx Act and the results of such evaluations have been disclosed Company Subsidiaries included in the Company Reports to the extent required by the Xxxxxxxx-Xxxxx Act. The Company has disclosed, based on its most recent evaluation filed prior to the date of this Agreement, to the Company's outside auditors and the audit committee of the board of directors of the Company and identified in Section 5.1(e)(iv) of the Company Disclosure Schedule any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be likely to adversely affect the Company's ability to record, process, summarize and report financial information. The Company has changed its internal controls to correct such deficiencies and material weaknesses, and other than such corrections, since the date of such evaluation, there have been no significant changes in internal controls or in other factors that could significantly affect the Company's internal controls. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting.hereof,