Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. (a) Since January 1, 2011, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to 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 other information incorporated therein as they have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Company SEC Documents (i) did not contain any untrue statement of a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 under which they were made, not misleading 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 Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. 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. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 NASDAQ, except for any non-compliance that 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 has established and maintains 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 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’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such 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 auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls 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 (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, 2011 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. 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. (ai) Since January 1, 2011, the The Company has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis, all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 2006 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”)Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filingamendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC Documents (i) did not 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 in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and misleading. (ii) complied The Company is in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act listing and the applicable corporate governance rules and regulations of the SEC thereunderNYSE. None of Except as permitted by 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 theretoExchange Act, 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 adjustmentsincluding Sections 13(k)(2) and (C3) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity or rules of the Company and its Subsidiaries as of the dates and for the periods referred to therein. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the CompanySEC, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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, neither the Company nor any of its Affiliates has made, arranged or modified (in any material way) any “extensions of creditcredit 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 Section 402 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 is recorded and reported on a timely basis to the individuals responsible for the preparation of the Xxxxxxxx-Xxxxx Act) to directors or executive officers Company’s filings with the SEC and other public disclosure documents. The Company maintains internal control over financial reporting (as defined in Rule 3b-7 13a-15 or 15d-15, as applicable, 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 NASDAQ, except for any non-compliance that 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 has established and maintains a system of “Such internal controls control over financial reporting” (as defined reporting is effective in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide providing reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally 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 and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company BoardCompany, and (iii) provide reasonable assurance 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 its financial statements. (d) The Company’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its the most recent evaluation of such disclosure controls its chief executive officer and procedures its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board Company’s board of directors (iA) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting that could are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) information and has identified for the Company’s auditors and audit committee of the Company Disclosure Letter, Company’s board of directors any material weaknesses in internal control over financial reporting and (iiB) 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. 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 (other than confidential treatment requests) is the subject of ongoing SEC review. The Company has made available to Parent true (i) a summary of any such disclosure made by management to the Company’s auditors and complete copies audit committee since the Applicable Date and (ii) any material 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 NYSE, 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 made available to Parent a summary of all written comment letters from complaints or concerns relating to accounting, financial or internal control matters made since the staff Applicable Date through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding such matters. 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 SEC received since January 1, 2011 through board of directors or the date board of this Agreement relating directors pursuant to the Company SEC Documents and all written responses rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company thereto through policy contemplating such reporting, including in instances not required by those rules. (iv) Each of the date consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or, in the case of this Agreement other than with respect to requests for confidential treatment. As of Company Reports filed after the date of this Agreement, there are no outstanding 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, changes in shareholders’ equity (deficit) and cash flows included in or unresolved comments incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or in comment letters received from the SEC staff with respect to any case of Company SEC Documents other than confidential treatment requests. As of Reports filed after the date of this Agreement, there are no SEC inquiries will fairly present in all material respects the results of operations, retained earnings (loss) 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 that will not be material in amount or investigations, other governmental inquiries or investigations, or internal investigations pending or threatenedeffect) and, in each case regarding any case, have been prepared in accordance with U.S. generally accepted accounting practices of principles (“GAAP”) consistently applied during the Companyperiods involved, except as may be noted therein.

Company Reports; Financial Statements. (a) Since January 1, 2011, the The Company has timely furnished or filed or otherwise furnished (as applicable) all registration statementsreports, prospectusesschedules, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by referencetherein) required to be furnished or filed by it under the Company with the SEC since January 1, 2014 (such documents, together will all exhibits, financial statements, including the 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”). Each Company Report (i) at the time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (including the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the “SEC”regulations promulgated thereunder), including exhibits as the case may be, and other information incorporated therein as they have been supplemented, modified or amended since the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates it was filed (or, or if amended or superseded by a filing or amendment prior to the date of this Agreement, then on at the date time of such filing), the Company SEC Documents (ifiling or amendment) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements misleading. Each of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. 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 Reports (together with the related notes and schedules thereto, collectively, the “Company Financial Statements”) (A) have been prepared from, and are in accordance with, complied at the books and records of the Company and the Company’s Subsidiaries time it was filed as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been was prepared in accordance with GAAP 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 orthereto) and fairly presents in all material respects, in accordance with GAAP, the consolidated financial position of the Company and the Company’s consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of interim unaudited quarterly financial statements, for to normal and recurring year-end audit 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). (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 Company Subsidiary has any liability of its Subsidiaries has outstanding (nor has arranged or modified since the enactment any nature that is required by GAAP to be set forth on a consolidated balance sheet of the Xxxxxxxx-Xxxxx ActCompany and the Company Subsidiaries, except liabilities (i) any “extensions of credit” reflected or reserved against in the most recent balance sheet (within including the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Actnotes 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 Xxxxx 00, 0000, (xxx) incurred in connection with the Merger or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act other transaction or agreement contemplated by this Agreement or (iv) that have not had and the applicable listing and corporate governance rules of NASDAQ, except for any non-compliance that 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 has established and maintains a system of “internal controls control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that ). Such internal control over financial reporting is sufficient to provide effective in providing reasonable 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 GAAP in all material respects. 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’s maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of required by Rule 13a-15 or 15d-15 under the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, Act that are designed effective in all material respects 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, processed, summarized, summarized and reported within on a timely basis to the time periods specified in individuals responsible for the rules and forms preparation of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required filings with the SEC and other public disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reportsdocuments. 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 auditors and the audit committee of the Company Board (i1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that could are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, information and (ii2) any fraud, known to the Company, whether or not material, that involves management or other employees who have a significant role in the Company’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 (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, 2011 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. 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. (a) Since January 1, 2011, the The Company has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis, all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the SEC pursuant to the Exchange Act or the Securities Act since December 31, 2016 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). 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, as the case may be, together with all certifications required pursuant to 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 other information incorporated therein as they have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filingamendment), the Company SEC Documents (i) 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 under in which they were made, not misleading misleading, except for any statements (x) in any Company Report that may have been modified by an amendment to such report or a subsequent report filed with the SEC prior to the date of this Agreement or (y) with respect to information supplied in writing by or on behalf of Parent, as to which the Company makes no representation or warranty. As of the date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Company Reports. (b) Each of the statements of financial position included in or incorporated by reference into the Company Reports (including the related notes and (iischedules) complied fairly presents in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. 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 position of the Company as of its date and each of the statements of comprehensive income, statements of shareholders’ equity and statements of cash flows included in or incorporated by reference into the Company SEC Documents Reports (together with the including any related notes and schedules thereto, collectively, the “Company Financial Statements”) (Aschedules) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries fairly presents in all material respectsrespects the results of operations, retained earnings (Bloss) have been prepared and changes in financial position, as applicable, of such companies 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 GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted therein or in the notes thereto or, in the case of interim financial unaudited statements, for normal and recurring yearas permitted by Form 10-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 Q of the Company SEC or other applicable rules and its Subsidiaries as regulations of the dates and for the periods referred to therein. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 NASDAQ, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectSEC. (c) The Company makes and each of its Subsidiaries keeps books, records, and accounts and has established devised and maintains a system of “internal controls, in each case, in all material respects, as required pursuant to Section 13(b)(2) under the Exchange Act. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13A-15 under the Exchange Act) that is sufficient to provide reasonable assurance (i) regarding as required by Rule 13A-15 under the reliability of financial reporting Exchange Act and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures applicable listing standards 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’s “NYSE. Such disclosure controls and procedures” (as 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, procedures are reasonably designed to ensure that all material 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 are recorded, processed, summarized, summarized and reported within the time periods specified in the rules rules, forms and forms regulations of the SEC, and that all such material information is accumulated and communicated to the Company’s its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief disclosure. The Company’s principal executive officer and chief its principal financial officer of the Company required under the Exchange Act with respect to such reports. The Company has have disclosed, based on its their most recent evaluation of such disclosure controls and procedures prior to the date of this Agreementevaluation, to the Company’s auditors and the audit committee of the Company Board (ix) any all significant deficiencies and material weaknesses in the design designation or operation of internal controls over financial reporting that which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of data and have identified for the Company Disclosure Letter, Company’s auditors any material weakness in internal controls and (iiy) 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. 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 Agreementcontrols. (e) To the Company’s Knowledge, 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, 2011 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. 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. (a) Since January 1, 20112006, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to 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 other information incorporated therein as they have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Company 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 under which they were made, not misleading 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 Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. 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 stockholdersshareholders’ equity of the Company and its Subsidiaries as of the dates and for the periods referred to therein. (b) Each of Except (a) as reflected or reserved against in the principal executive officer and the principal financial officer of the Company Company’s consolidated balance sheets (or each former principal executive officer and each former principal financial officer of the Company, as applicablenotes thereto) has made all 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 included in the Company SEC DocumentsDocuments filed with the SEC prior to the date hereof, and the statements contained in such certifications are true and accurate in all material respects. For purposes of (b) as permitted or contemplated by this Agreement, “principal executive officer” (c) for liabilities and “principal financial officer” shall have the meanings given to such terms obligations incurred in the Xxxxxxxx-Xxxxx Act. Neither ordinary course of business since December 31, 2008, and (d) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, as of the date hereof, 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) Subsidiary of the Company has any liabilities or obligations of 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 NASDAQnature, except for any non-compliance that whether or not accrued, contingent or otherwise, other than those which are not having or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and each (ii) the applicable listing and corporate governance rules and regulations of its Subsidiaries has established and maintains a system of “internal controls over financial reporting” (Nasdaq. Except as defined in Rules 13a-15(f) and 15d-15(f) of permitted by the Exchange Act, including Sections 13(k)(2) that is sufficient to provide reasonable assurance and (i) regarding 3), since the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures enactment of the Company and its Subsidiaries are being made only in accordance with authorizations of management and Xxxxxxxx-Xxxxx Act, neither the Company Boardnor any of its Affiliates has made, and arranged, modified (iii) regarding prevention in any material way), or timely detection of the unauthorized acquisition, use forgiven personal loans to any executive officer or disposition director of the Company’s and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. (d) The Company’s “disclosure controls and procedures” procedures (as 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 (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 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, summarized and reported within the time periods specified in by the SEC’s rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reportsforms. The Company has disclosed, based on its most recent evaluation evaluated the effectiveness of such the Company’s disclosure controls and procedures and, 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 effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on its most recently completed evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) any to the Knowledge of the Company, the Company had no significant deficiencies and or material weaknesses in the design or operation of its internal controls control over financial reporting that could would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, information and (ii) the Company does not have 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. 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 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 Knowledgechief 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 Xxxxxxxx-Xxxxx Act. (f) Since January 1, 2006, to the Knowledge of the 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 Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries. (g) To the 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, 2011 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. As 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, investigations or internal investigations pending or threatened, in each case regarding any accounting practices of the Company.

Company Reports; Financial Statements. (ai) Since January 1, 2011, the The Company has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the Securities Exchange Commission (the “SEC”) under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 2004 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”)Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such filingamendment), the Company Reports did not, and any Company Reports filed or furnished with the SEC Documents (i) did not 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 in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and misleading. (ii) complied The Company is in compliance in all material respects with the applicable requirements listing and corporate governance rules and regulations of the Exchange Act NYSE. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Securities ActCompany 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 and cash flows, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. 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 its consolidated Subsidiaries for the Company’s Subsidiaries periods set forth therein (subject, in all material respectsthe case of unaudited statements, (B) to the absence of information or notes not required by GAAP to be included in interim financial statements and to normal year-end adjustments), and in each case have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (basis, except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustmentsnoted therein. (iv) 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 The Company and its Subsidiaries have implemented and maintain a system of internal accounting controls and financial reporting (as of the dates and for the periods referred to therein. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 Act13a-15(a) 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 NASDAQ, except for any non-compliance that 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 has established and maintains 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 are sufficient to provide reasonable assurance (i) assurances 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 . 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’s “maintains disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of procedures required by Rule 13a-15 or 15d-15 under the Exchange Act), as required by Rules 13a-15(a) . Such disclosure controls and 15d-15(a) of the Exchange Act, procedures are designed effective 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, processed, summarized, recorded and reported within on a timely basis to the time periods specified in individuals responsible for the rules and forms preparation of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required filings with the SEC and other public disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reportsdocuments. 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 auditors and the audit committee of the Company Board that they have identified (iA) any no 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 could would be reasonably likely to materially and adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, information and (iiB) any no 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. For purposes As of this AgreementDecember 31, 2006, the terms “significant deficiency” Company has concluded, following an evaluation under the supervision and “material weakness” shall have with the meaning assigned participation of the Company’s principal executive officer and its principal financial officer of the effectiveness of the Company’s disclosure controls and procedures, that the Company’s disclosure controls and procedures were effective. Since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has made any prohibited loans to them any executive officer of the Company (as defined in Public Rule 3b-7 under the Exchange Act) or director of the Company Accounting Oversight Board Auditing Standard 2, as in effect on the date or any of this Agreementits Subsidiaries. (ev) To the Company’s Knowledge, 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 material correspondence between the staff SEC, on the one hand, and the Company and any of its Subsidiaries, on the SEC received other hand, occurring since January 1, 2011 through the Applicable Date and prior to 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 treatmenthereof. As of the date of this Agreementhereof, 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. 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 CompanyReport.

Company Reports; Financial Statements. (a) Since January 1, 2011Except as set forth on Schedule 6.1(k), the Company and, to the extent applicable, each of its then or current Subsidiaries has timely filed or otherwise furnished (as applicable) made all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) filings required to be filed made by it under with the Securities Act or SEC since the Exchange Actbeginning of the period covering the past three (3) full fiscal years (collectively, as the case may be, together with all certifications required pursuant including any such reports filed subsequent to the Xxxxxxxxdate hereof, the "Company Reports"). The Company has made available to the Parent each registration statement, report, proxy statement or information statement filed with the SEC by it since the beginning of the period covering the past three (3) full fiscal years, including, without limitation, (i) the Company's Annual Report on Form 10-Xxxxx Act of 2002 K for the fiscal year (fifty two weeks) ended December 30, 2000, (ii) the “XxxxxxxxCompany's Quarterly Reports on Form 10-Xxxxx Act”Q for the periods ended March 31, 2001, June 30, 2001 and September 29, 2001 and (iii) the Company's Proxy Statement filed on March 19, 2001, all in the form (such documents including exhibits, annexes and any other documents amendments thereto) filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)dates, the Company SEC Documents (i) Reports complied in all material respects, or will comply in all material respects, with the requirements of applicable statutes and regulations and did not not, and will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading misleading. Each of the balance sheets included in the Company Reports (including the related notes and (iischedules) complied presents fairly, or will present fairly, in all material respects with respects, the applicable requirements financial position of the Exchange Act Company and its consolidated Subsidiaries as of its date and each of the statements of income and of changes in financial position included in the Company Reports (including any related notes and schedules) presents fairly, or will present fairly, in all material respects, the Securities Actresults of operations, retained earnings and changes in financial position, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. 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 set forth therein (except as otherwise noted therein and 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 United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q and SEC Form 8-K, and except as may be noted therein. (b) Each of the principal executive officer and the principal financial officer of . Other than the Company Reports specifically recited in clauses (or each former principal executive officer and each former principal financial officer of the Company, as applicablei) has made all 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 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 through (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 Actiii) of the Company or any second sentence 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 NASDAQthis Section 6.1(k), except for any non-compliance that 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 has established and maintains 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 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 Boardhas not, and (iii) regarding prevention on 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’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreementhereof, to filed any other definitive reports or statements with the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to recordSEC since December 30, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls 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 (other than confidential treatment requests) is the subject of ongoing SEC review2000. The Company has made available to the Parent true and complete copies of its unaudited financial statements for the fiscal year ended December 31, 2001. The balance sheet included in such financial statements presents fairly, in all written comment letters from material respects, the staff of the SEC received since January 1, 2011 through the date of this Agreement relating to the Company SEC Documents and all written responses financial position of the Company thereto through and its consolidated Subsidiaries as of December 31, 2001 and the date statements of this Agreement other than with respect to requests for confidential treatment. As income and of changes in financial position included in such financial statements present fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the date of this AgreementCompany and its Subsidiaries for the fiscal year ended December 31, 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. As of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations pending or threatened2001 (except as otherwise noted therein), in each case regarding in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31, 2001, there has not been any accounting practices material change to the level of working capital reflected in such financial statements, except in the ordinary course of business. As of March 21, 2002, based on an analysis of the Company's books and records, the Company's Adjusted Working Capital and cash and cash equivalents, net of borrowings, were as set forth on Schedule 6.1(k) and there has not been any material change in this amount, except in the ordinary of business.

Company Reports; Financial Statements. (ai) Since January 1, 2011, the The Company has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis, all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with or to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act since January 1, 2015 (the “Applicable Date”) (the forms, statements, reports and documents filed with or furnished to the SEC since the Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”)Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filingamendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC Documents (i) did not 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 in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and misleading. (ii) complied The Company has timely responded to all comment letters from the Staff of the SEC relating to the Company Reports, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. None of the Company Reports filed on or prior to the date hereof is, to the Knowledge of the Company, subject to ongoing SEC review or investigation, and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (iii) The Company is in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act listing and the applicable corporate governance rules and regulations of the SEC thereunder. 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 thereinNASDAQ. (biv) Each of the principal executive officer The Company has established and the principal financial officer of the Company (or each former principal executive officer maintains disclosure controls and each former principal financial officer of the Company, as applicable) has made all certifications procedures required by Rule 13a-14 13a-15 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 15d-15 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 NASDAQ, except for any non-compliance that 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 has established and maintains 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 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’s “Such disclosure controls and procedures” (as 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, procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in its filings with the reports that it files or submits SEC under the Exchange Act is recorded, processed, summarized, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the chief executive officer Xxxxxxxx-Xxxxx Act. The Company has established and chief maintains internal control over financial officer reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting provides reasonable assurance (A) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that receipts and expenditures of the Company required under and its Subsidiaries are being made only in accordance with authorizations of management and the Exchange Act with respect to such reportsdirectors of the Company and (C) 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. The Company has disclosed, based on its the most recent evaluation of such disclosure controls its Chief Executive Officer and procedures its Chief Financial Officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board Company’s board of directors (ix) any significant deficiencies and material weaknesses in the design or operation of its internal controls control over financial reporting that could are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, information and (iiy) 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. 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 (other than confidential treatment requests) is the subject of ongoing SEC review. The Company has made available prior to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2011 through the date of this Agreement to Parent (I) either materials relating to or a summary of any disclosure of matters described in clauses (x) or (y) in the Company SEC Documents and all written responses preceding sentence made by management of the Company thereto through to its auditors and audit committee on or after the Applicable Date and prior to the date of this Agreement other than and (II) any material communication on or after the Applicable Date and prior to the date of this Agreement made by management of the Company or its auditors to the audit committee as required by the 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 complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with respect Law, including from Company Employees regarding questionable accounting, auditing or legal compliance matters have, to requests for confidential treatment. As the Knowledge of the Company, been received by the Company. (v) 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 the case of Company Reports filed after the date of this Agreement, there are no outstanding will fairly present, in each case, in all material respects, the consolidated financial position of the Company and its Subsidiaries, as of the date of such balance sheet, and each of the consolidated statements of income, cash flows and changes in stockholders’ equity (deficit) included in or unresolved comments incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or, in comment letters received from the SEC staff with respect to any case of Company SEC Documents other than confidential treatment requests. As of Reports filed after the date of this Agreement, there will fairly present, in each case, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, 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 are no SEC inquiries not or investigations, other governmental inquiries will not be material in amount or investigations, or internal investigations pending or threatenedeffect), in each case regarding in accordance with GAAP consistently applied during the periods involved, except as may be noted therein or in the notes thereto. Each of the consolidated financial statements (including the related notes and schedules) included in or incorporated by reference into the Company Reports complied, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act). (vi) Neither the Company nor any accounting practices of its Subsidiaries has incurred any Indebtedness, or issued or sold any debt securities or rights to acquire any debt security of the Company or any of its Subsidiaries, the terms of which, or the terms of any instrument under which such Indebtedness, debt securities or rights were issued, requires the public listing of such Indebtedness, debt securities or rights or the maintenance by the Company or any of its Subsidiaries of registration under the Exchange Act. As used in this Agreement, the term “Indebtedness” means, with respect to any Person, without duplication, all obligations or undertakings by such Person (i) (A) for borrowed money (including deposits or advances of any kind to such Person) and (B) evidenced by bonds, debentures, notes or similar instruments, in each case with respect to the foregoing clauses (A) and (B) including the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees and expenses and other monetary obligations with respect thereto; (ii) for capitalized leases or to pay the deferred and unpaid purchase price of property or equipment; (iii) pursuant to securitization or factoring programs or arrangements; (iv) pursuant to guarantees and arrangements having the economic effect of a guarantee of any Indebtedness of any other Person (other than between or among any of Parent and its wholly owned Subsidiaries or between or among the Company and its wholly owned Subsidiaries); (v) to maintain or cause to be maintained the financing or financial position of others; (vi) net cash payment obligations of such Person under swaps, options, derivatives and other hedging Contracts or arrangements that will be payable upon termination thereof (assuming termination on the date of determination) or (vii) letters of credit, bank guarantees, and other similar Contracts or arrangements entered into by or on behalf of such Person to the extent they have been drawn upon. (vii) None of the Company or its consolidated Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in any of the Company’s published financial statements or other Company Reports.

Company Reports; Financial Statements. (ai) Since January 1The Company has filed or furnished, 2011as applicable, (A) its annual report on Form 10-K for the fiscal years ended December 31, 2014, 2013 and 2012, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 2014, (C) its proxy or information statements relating to meetings of, or actions taking without a meeting by, the stockholders of the Company has timely filed or otherwise furnished held since December 31, 2013, and (as applicableD) all registration statements, prospectuses, other forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since January 1, 2013 (the “Applicable Date”) (clauses (A) through (D) together with any exhibits or schedules included or incorporated by reference in any such document and including any supplements, modifications or other amendments thereto, collectively, the “Company Reports”). As of its respective date, and, if amended, supplemented or modified by a subsequent filing with the SEC since its respective date, as of the date of the last such amendment, supplement or modification, each Company Report complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx ActSOX”) (such documents ), and any other documents rules and regulations promulgated thereunder applicable to the Company Report. Each registration statement, as amended or supplemented, if applicable, filed by the Company or any of its Subsidiaries with pursuant to the Securities and Exchange Commission (the “SEC”)Act since January 1, including exhibits and other information incorporated therein 2012, as they have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreementsuch statement or amendment became effective, then on the date of such filing), the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. As of its respective date, and, if amended, supplemented or modified by a subsequent filing with the SEC since its respective date, as of the date of the last such amendment, supplement or modification, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and (ii) complied in all material respects with the applicable requirements misleading. As of the Exchange Act date hereof, there are no outstanding or unresolved comments from any comment letters received by the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Company from the SEC thereunder. None of relating to reports, statements, schedules, registration statements or other filings made by the Company’s Subsidiaries is required to make any filings Company 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. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 NASDAQ, except for any non-compliance that 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 has established and maintains 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 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’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such 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 auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls 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 (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, 2011 through the date of this Agreement relating to the Company SEC Documents Reports and all written responses of the Company thereto through the date of this Agreement Agreement, other than those letters publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”). (ii) Each of the consolidated financial statements included or incorporated by reference into the Company Reports (including the related notes and schedules) (the “Company Financial Statements”) (A) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (B) complies in all material respects with respect the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act, (C) has been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes to requests the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which is material, and the absence of footnote disclosure), and (D) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the date and for confidential treatmentthe periods referred to in the Company Financial Statements. (iii) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. As No significant deficiency, material weakness or fraud that involves management or other employees was identified in management’s assessment of internal controls as of December 31, 2013. The Company maintains “disclosure controls and procedures” (as defined by Rule 13a-15 or 15d-15 under the Exchange Act). Such disclosure controls and procedures are, in all material respects, effective to ensure that all information required to be disclosed by the Company is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC to allow timely decisions regarding required disclosure within the time periods specified in the SEC’s rules and forms, and the Exchange Act and the Securities Act. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to the Company’s outside auditors and the Audit Committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, all of which information described in clauses (A) and (B) above has been disclosed by the Company to Parent prior to the date of this Agreement. (iv) The principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, there are no outstanding or unresolved comments in comment letters received from as applicable) have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX and the rules and regulations of the SEC staff promulgated thereunder with respect to any the Company SEC Documents other than confidential treatment requests. As of Reports, and the statements contained in such certifications were and are true and complete on the date such certifications were made. For purposes of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations pending or threatened, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in each case regarding any accounting practices of the CompanySOX.

Company Reports; Financial Statements. (ai) Since January 1, 2011, the The Company has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis, all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with or to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act since January 1, 2015 (the “Applicable Date”) (the forms, statements, reports and documents filed with or furnished to the SEC since the Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”)Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filingamendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC Documents (i) did not 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 in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and misleading. (ii) complied The Company has timely responded to all comment letters from the Staff of the SEC relating to the Company Reports, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. None of the Company Reports filed on or prior to the date hereof is, to the Knowledge of the Company, subject to ongoing SEC review or investigation, and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (iii) The Company is in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act listing and the applicable corporate governance rules and regulations of the SEC thereunder. 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 thereinNASDAQ. (biv) Each of the principal executive officer The Company has established and the principal financial officer of the Company (or each former principal executive officer maintains disclosure controls and each former principal financial officer of the Company, as applicable) has made all certifications procedures required by Rule 13a-14 13a-15 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 15d-15 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 NASDAQ, except for any non-compliance that 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 has established and maintains 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 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’s “Such disclosure controls and procedures” (as 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, procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in its filings with the reports that it files or submits SEC under the Exchange Act is recorded, processed, summarized, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the chief executive officer Xxxxxxxx-Xxxxx Act. The Company has established and chief maintains internal control over financial officer reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting provides reasonable assurance (A) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that receipts and expenditures of the Company required under and its Subsidiaries are being made only in accordance with authorizations of management and the Exchange Act with respect to such reportsdirectors of the Company and (C) 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. The Company has disclosed, based on its the most recent evaluation of such disclosure controls its Chief Executive Officer and procedures its Chief Financial Officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board Company’s board of directors (ix) any significant deficiencies and material weaknesses in the design or operation of its internal controls control over financial reporting that could are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, information and (iiy) 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. 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 (other than confidential treatment requests) is the subject of ongoing SEC review. The Company has made available prior to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2011 through the date of this Agreement to Parent (I) either materials relating to or a summary of any disclosure of matters described in clauses (x) or (y) in the Company SEC Documents and all written responses preceding sentence made by management of the Company thereto through to its auditors and audit committee on or after the Applicable Date and prior to the date of this Agreement other than and (II) any material communication on or after the Applicable Date and prior to the date of this Agreement made by management of the Company or its auditors to the audit committee as required by the 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 complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with respect Law, including from Company Employees regarding questionable accounting, auditing or legal compliance matters have, to requests for confidential treatment. As the Knowledge of the Company, been received by the Company. (v) 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 the case of Company Reports filed after the date of this Agreement, there are no outstanding will fairly present, in each case, in all material respects, the consolidated financial position of the Company and its Subsidiaries, as of the date of such balance sheet, and each of the consolidated statements of income, cash flows and changes in stockholders’ equity (deficit) included in or unresolved comments incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or, in comment letters received from the SEC staff with respect to any case of Company SEC Documents other than confidential treatment requests. As of Reports filed after the date of this Agreement, there will fairly present, in each case, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, 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 are no SEC inquiries not or investigations, other governmental inquiries will not be material in amount or investigations, or internal investigations pending or threatenedeffect), in each case regarding any accounting practices in accordance with GAAP consistently applied during the periods involved, except as may be noted therein or in the notes thereto. Each of the Companyconsolidated financial statements (including the related notes and schedules) included in or incorporated by reference into the Company Reports complied, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act). (vi) Neither the Company nor any of its Subsidiaries has incurred any Indebtedness, or issued or sold any debt securities or rights to acquire any debt security of the Company or any of its Subsidiaries, the terms of which, or the terms of any instrument under which such Indebtedness, debt securities or rights were issued, requires the public listing of such Indebtedness, debt securities or rights or the maintenance by the Company or any of its Subsidiaries of registration under the Exchange Act. As used in this Agreement, the term “Indebtedness” means, with respect to any Person, without duplication, all obligations or undertakings by such Person (i) (A) for borrowed money (including deposits or advances of any kind to such Person) and (B) evidenced by bonds, debentures, notes or similar instruments, in each case with respect to the foregoing clauses (A) and (B) including the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees and expenses and other monetary obligations with respect thereto; (ii) for capitalized leases or to pay the deferred and unpaid purchase price of property or equipment; (iii) pursuant to securitization or factoring programs or arrangements; (iv) pursuant to guarantees and arrangements having the economic effect of a guarantee of any Indebtedness of any other Person (other than between or among any of Parent and its wholly owned Subsidiaries or between or among the Company and its wholly owned Subsidiaries); (v) to maintain or cause to be maintained the financing or financial position of others; (vi) net cash payment obligations of such Person under swaps, options, derivatives and other hedging Contracts or arrangements that will be payable upon termination thereof (assuming termination on the date of determination) or (vii) letters of credit, bank guarantees, and other similar Contracts or arrangements entered into by or on behalf of such Person to the extent they have been drawn upon.

Company Reports; Financial Statements. (ai) Since January 1The Company has filed or furnished, as applicable, (A) its annual report on Form 10-K for the fiscal years ended December 31, 2012 and 2011, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 2012, (C) its proxy or information statements relating to meetings of, or actions taking without a meeting by, the shareholders of the Company has timely filed or otherwise furnished held since December 31, 2012, and (as applicableD) all registration statements, prospectuses, other forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act or since January 1, 2013 (the “Applicable Date”) (clauses (A) through (D) collectively, the “Company Reports”). As of its respective date, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to 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 “SECSOX”), including exhibits and other information incorporated therein as they have been supplemented, modified or amended since any rules and regulations promulgated thereunder applicable to the time of filing, collectively, the “Company SEC Documents”)Report. As of their its respective filing dates (ordate, and, if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then on the date of such filing), the no Company SEC Documents (i) 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 in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and (ii) complied in all material respects with the applicable requirements misleading. As of the Exchange Act date hereof, there are no outstanding or unresolved comments from any comment letters received by the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Company from the SEC thereunder. None of relating to reports, statements, schedules, registration statements or other filings made by the Company’s Subsidiaries is required to make any filings Company 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. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 NASDAQ, except for any non-compliance that 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 has established and maintains 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 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’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such 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 auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls 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 (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, 2011 2010 through the date of this Agreement relating to the Company SEC Documents Reports and all written responses of the Company thereto through the date of this Agreement Agreement, other than those letters publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”). (ii) Each of the consolidated financial statements included or incorporated by reference into the Company Reports (including the related notes and schedules) (the “Company Financial Statements”) (A) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (B) complies in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act, (C) has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes to the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (D) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the date and for the periods referred to in the Company Financial Statements. (iii) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. No significant deficiency, material weakness or fraud that involves management or other employees was identified in management’s assessment of internal controls as of December 31, 2012. The Company maintains “disclosure controls and procedures” (as defined by Rule 13a-15 or 15d-15 under the Exchange Act). Such disclosure controls and procedures are effective to ensure that all information required to be disclosed by the Company is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC to allow timely decisions regarding required disclosure within the time periods specified in the SEC’s rules and forms, and the Exchange Act and the Securities Act. The Company has disclosed, based on its most recent evaluation of internal control over financial reporting, to the Company’s outside auditors and the Audit Committee of the Company Board all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (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, all of which information described in clauses (A) and (B) above has been disclosed by the Company to Parent prior to the date of this Agreement. (iv) The principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to requests for confidential treatment. As the Company Reports, and the statements contained in such certifications were and are true and complete on the date such certifications were made and 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 requestsrespectively. As of the date For purposes of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations pending or threatened, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in each case regarding any accounting practices of the CompanySOX.

Company Reports; Financial Statements. Except as set forth on Schedule 7.08 hereto: (a) Since January 1, 2011, the The Company has timely filed or otherwise furnished (furnished, as applicable) , all registration forms, filings, registrations, submissions, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since March 19, 2012 (the forms, statements, reports and documents filed or furnished since March 19, 2012, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, together with all certifications required pursuant and any rules and regulations promulgated thereunder applicable to 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 other information incorporated therein as they have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”)Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such filingamendment), the Company Reports did not, and any Company Reports filed or furnished with the SEC Documents (i) did not 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 in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and misleading. (iib) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the 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 (including, in each case, any notes thereto) contained in the Company SEC Documents Reports, were prepared (together with the related notes and schedules thereto, collectively, the “Company Financial Statements”) (Ai) 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 throughout the periods involved indicated (except as may be indicated in the notes thereto oror where such 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) in compliance 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’s equity and cash flows of the Company and consolidated Subsidiaries as of the respective dates thereof and for the respective periods covered thereby (subject, in the case of interim financial unaudited statements, for to normal and recurring year-end adjustments) adjustments which were not 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. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications which 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 NASDAQ, except for any non-compliance that would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its consolidated Subsidiaries taken as a Company Material Adverse Effectwhole). (c) The Company is in material compliance with all provisions of the Sarbanes Oxley Act of 2002 that are applicable to it. The Company maintains disclosure controls and each procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance 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 its Subsidiaries has established the Company’s filings with the SEC and other public disclosure documents. The Company maintains a system of “internal controls control over financial reporting” reporting (as defined in Rules 13a-15(f) and 15d-15(f) of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that ). Such internal control over financial reporting is sufficient designed to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPGAAP 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 and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company BoardCompany, and (iii) provide reasonable assurance 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 its financial statements. (d) The Company’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its the most recent evaluation of such disclosure controls its chief executive officer and procedures its chief financial officer prior to the date of this Agreementhereof, to the Company’s auditors and the audit committee of the Company Company’s Board of Directors (iA) any significant deficiencies and material weaknesses in the design or operation of its internal controls control over financial reporting that could are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) information and has identified for the Company’s auditors and audit committee of the Board of Directors of the Company Disclosure Letter, any material weaknesses in internal control over financial reporting and (iiB) 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. For purposes of this Agreement, Since 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 filing date of this Agreementthe Company’s most recently filed periodic report under the Exchange Act, there have been no changes in the Company’s internal control over financial reporting or disclosure controls and procedures that could significantly affect the Company’s internal controls. (e) To the Company’s Knowledge, none of The Company and the Company SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. The Company has Subsidiaries have filed all reports and statements, together with any amendments required to be made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2011 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 thereto, that they were required to requests for confidential treatmentfile since March 19, 2012, with any Governmental Authority having jurisdiction over its business or any of its assets or properties (each a “Regulatory Authority”), and have paid all fees and assessments due and payable in connection therewith, except where the failure to so file such reports and statements or pay such fees is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. As of their respective dates, such reports and statements complied with all the date of this Agreementlaws, 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. As rules and regulations of the date of this Agreementapplicable Regulatory Authority with which they were filed except for noncompliance that is not reasonably likely to have, there are no SEC inquiries individually or investigationsin the aggregate, other governmental inquiries or investigations, or internal investigations pending or threatened, in each case regarding any accounting practices of the Companya Material Adverse Effect.

Company Reports; Financial Statements. (ai) Since January 1, 2011, Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, each of the Company and Oncor has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis, all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits exhibits, financial statements and all schedules thereto, and other information incorporated by referencetherein) required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to 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”)) pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”) or the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended (the “Securities Act”) or any Contract governing any indebtedness of the Company or Oncor requiring such filings to be made since December 31, 2013 (the “Applicable Date”) (such forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including exhibits and other information incorporated therein as they have been supplemented, modified or amended since the time of filing, collectivelyany amendments thereto, the “Company SEC DocumentsReports”). As Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, each of the Company Reports, including any financial statements or schedules included therein, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company Reports. Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, as of their respective filing dates (or, if amended prior to, or superseded by a filing after, the date hereof, as of the date of such amendment), the Company Reports filed with or furnished to the SEC prior to the date of this Agreementhereof did not, then on and any Company Reports filed with or furnished to the SEC subsequent to the date of such filing)hereof will not, the Company 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 under in which they were made, not misleading and misleading. There are no outstanding or unresolved comments received from the SEC staff with respect to the Company Reports. None of the Company Reports is, to the Knowledge (as defined below) of the Company, the subject of ongoing SEC review. (ii) complied Each of the consolidated balance sheets included in, or incorporated by reference into, the Company Reports, as amended prior to the date hereof (including the related notes and schedules thereto) fairly presents in all material respects with respects, or, in the case of Company Reports filed after the date hereof, will fairly present in all material respects, the financial position of the applicable requirements entity and its consolidated Subsidiaries as of its date (and if amended, as of the Exchange Act date of the last such amendment prior to the date hereof) and each of the statements of consolidated income, comprehensive income, cash flows and shareholders’ equity included in or incorporated by reference into the Securities ActCompany Reports (including any related notes and schedules thereto), as finally amended prior to the date hereof, 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 financial position, results of operations and cash flows, as the case may be, the Xxxxxxxx-Xxxxx Act and of the applicable rules entity and regulations of the SEC thereunder. None of the Company’s its consolidated 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 for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited statements, for to the lack of notes and to normal and recurring year-end adjustments), in each case in accordance with GAAP, except as may be noted therein. True and correct copies of each of the Company’s (x) annual audited financial statements (including consolidated balance sheets and statements of consolidated income, comprehensive income, cash flows and shareholders’ equity) as of and for the year ended December 31, 2016 and (Cy) unaudited financial statements for the six-month period ended June 30, 2017 (1) are set forth on Section 5.1(e)(ii) of the Company Disclosure Letter and (2) fairly present in all material respects the consolidated financial position and the consolidated position, results of operations, operations and cash flows and changes in stockholders’ equity of the Company and its consolidated Subsidiaries as of the dates and for the periods referred to set forth therein. (biii) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, Except as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 NASDAQ, except for any non-compliance that would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company and each of its Subsidiaries has established and maintains 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 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’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) nature or reliability of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of information disclosed in Oncor’s periodic reports filed under the Exchange Act, Oncor maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed effective 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, processed, summarized, recorded and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated on a timely basis to the Company’s management as appropriate to allow timely decisions regarding required individuals responsible for the preparation of its filings with the SEC and other public disclosure and to make the certifications of the documents (including its chief executive officer and chief financial officer officer). Except as has not had, individually or in the aggregate, a material and adverse effect on the nature or reliability of the Company required information disclosed in Oncor’s periodic reports filed under the Exchange Act with respect to such reports. The or the Company’s financial statements as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, none of the Company or Oncor has disclosed, and is not required to disclose, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company’s its outside auditors and the audit committee of the Company Board its board of directors (ior similar governing body): (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that could are reasonably likely to adversely affect in any material respect the Company’s its ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii2) any fraud, known to it, whether or not material, that involves management or other employees who have a significant role in the Company’s its 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. (eiv) To Except as has not had and would not have, individually or in the Company’s Knowledgeaggregate, none a Company Material Adverse Effect, Oncor is in compliance with the applicable provisions of the Company SEC Documents (other than confidential treatment requests) is Xxxxxxxx-Xxxxx Act. Without limiting 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 generality of the SEC received since January 1foregoing, 2011 through neither the date Company nor any of this Agreement its Subsidiaries is a party to, or has a commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company SEC Documents or any of its Subsidiaries, on the one hand, and all written responses 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 Company thereto through SEC), where the date result, purpose or effect of this Agreement other than with respect such Contract or arrangement is to requests for confidential treatment. As avoid disclosure 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. As of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigationsmaterial transaction involving, or internal investigations pending material liabilities of, the Company or threatened, any of its Subsidiaries in each case regarding any accounting practices of the CompanyCompany Reports or the financial statements included therein.

Company Reports; Financial Statements. (ai) Since January 1, 2011, Each of the Company and its applicable Subsidiaries has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act (the “Exchange Act Reports”) or the Securities Act (the “Registration Statements”) since December 31, 2004 (the “Applicable Date”) (the Exchange Act Reports and the Registration Statements filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof and prior to the Closing Date including any amendments thereto, the “Company Reports”). Each of the Exchange Act Reports at the time of its filing or being furnished (or if amended, as of the date of such amendment) and each of the Registration Statements at the time such Registration Statement became effective as determined under Rule 159 under the Securities Act (in each case, the “Relevant Time”), complied, or if not yet filed or furnished, will comply at the Relevant Time, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), as the case may be, and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”)Reports. As of their respective filing dates (orthe Relevant Time, if amended the Company Reports did not, and any Company Reports filed or superseded by a filing furnished with the SEC subsequent to the date hereof and prior to the date of this AgreementClosing Date will not, then on the date of such filing), the Company 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 under in which they were made, not misleading and misleading. (ii) complied The Company is in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act listing and the applicable corporate governance rules and regulations of the SEC thereunderNYSE. None of Except as permitted by 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 theretoExchange Act, 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 adjustmentsincluding Sections 13(k)(2) and (C3) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity or rules of the Company and its Subsidiaries as of the dates and for the periods referred to therein. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the CompanySEC, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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) , neither the Company nor any “of its Subsidiaries has made or arranged any loan or other extension of credit to any executive officer or director of the Company and there are no outstanding loans or other extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) credit to directors or any executive officers (as defined in Rule 3b-7 under the Exchange Act) or directors 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 NASDAQ, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ciii) The Company maintains disclosure controls and each of its Subsidiaries has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of procedures required by Rule 13a-15 or 15d-15 under the Exchange Act) that is sufficient . Such disclosure controls and procedures are designed to provide reasonable assurance (i) that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to the Company’s management, including the Company’s chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. 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 (“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, (ii) and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company BoardCompany, and (iiiC) provide reasonable assurance 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 its financial statements. (d) The Company’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its the most recent evaluation performed by or under the management of such disclosure controls its chief executive officer and procedures its chief financial officer prior to the date of this Agreementhereof, to the Company’s auditors and the audit committee of the Company Board Company’s board of directors (iA) any significant deficiencies and material weaknesses known to the Company in the design or operation of its internal controls over financial reporting that could are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) 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 known to the Company Disclosure Letter, and (iiB) any fraudfraud known to the Company, 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. For purposes 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. No attorney representing the Company or any of this Agreementits Subsidiaries, whether or not employed by the terms “significant deficiency” and “material weakness” shall have Company or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the meaning assigned Company or any of its officers, directors, employees or agents to them 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 Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreementinstances not required by those rules. (eiv) To Each of the Company’s Knowledgeconsolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, none or, in the case of Company Reports filed after the date hereof and prior to the Closing Date, will fairly present in all material respects the consolidated financial position of the Company SEC Documents (other than confidential treatment requests) is the subject and its consolidated Subsidiaries as of ongoing SEC review. The Company has made available to Parent true its date and complete copies of all written comment letters from the staff each of the SEC received since January 1consolidated statements of operations, 2011 through changes in shareholders’ equity (deficit) and 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 relating hereof and prior to the Company SEC Documents Closing Date, will fairly present in all material respects the results of operations, retained earnings (loss) and all written responses changes in financial position, as the case may be, of such companies for the Company thereto through periods set forth therein (subject, in the date case of this Agreement other than with respect unaudited statements, to requests for confidential treatment. As of the date of this Agreement, there are no outstanding notes and normal year-end audit adjustments that will not be material in amount or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents other than confidential treatment requests. As of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations pending or threatenedeffect), in each case regarding any accounting practices of in accordance with GAAP consistently applied during the Companyperiods involved, except as may be noted therein.

Company Reports; Financial Statements. The Company has made available to Parent true and complete copies of (ai) Since its Annual Report on Form 10-K, for the fiscal years ended December 31, 2000, December 31, 2001, and December 31, 2002, as filed with the SEC under the Securities Act and/or the Exchange Act, as applicable, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since January 1, 20112001, as filed with the Company has timely filed or otherwise furnished SEC, and (as applicableiii) all registration statements, prospectuses, forms, other reports, definitive proxy statements, schedules, statements and other documents registration statements and amendments thereto (including exhibits including, without limitation, Quarterly Reports on Form 10-Q and all other information incorporated by referenceCurrent Reports on Form 8-K) required to be filed by it the Company with the SEC under the Securities Act or and/or the Exchange Act, as applicable, since January 1, 2000. The reports and statements set forth in clauses (i) through (iii), above, including all exhibits and information incorporated by reference therein, are referred to collectively herein as the case may be"Company Reports." (a) Since December 31, together with 2000, the Company filed all certifications Company Reports required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents be filed by the Company or any of its Subsidiaries it with the SEC under the Securities and Act and/or the Exchange Commission (the “SEC”)Act, 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”)applicable. As of their respective filing dates (or, and if amended or superseded supplemented by a filing prior to the date of this Agreement, then on as of the date of such amended or supplemented filing), the Company SEC Documents Reports (i) complied in all material respects with the then-applicable requirements of the Securities Act and the Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and misleading. (iib) complied in all material respects with the applicable requirements No Subsidiary of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company’s Subsidiaries Company is required to make file any filings forms, reports or other documents with the SEC. All of the . (c) 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) Reports have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto orthereto) and present fairly, in all material respects, the financial position of the Company and the Company Subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, for to normal and recurring year-end audit 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 any other adjustments described therein. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained fact that certain information and notes have been condensed or omitted 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 accordance with 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 NASDAQ, except for any non-compliance that 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 has established and maintains 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 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’s “disclosure controls Company has established adequate reserves, in accordance with GAAP, in the books, records, and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) financial statements of the Exchange Act), Company as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that date hereof for all information (both financial and non-financial) bonuses required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated paid to the Company’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 any employee of the Company required under the Exchange Act or its Subsidiaries with respect to such 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 auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls 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 (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 period beginning January 1, 2011 2003, through the date of this Agreement relating hereof, pursuant to any written agreement or policy binding upon the Company SEC Documents and all written responses or which may be required to be paid in connection with the consummation 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. 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 CompanyMerger.

Company Reports; Financial Statements. (ai) Since January 1, 2011, the The Company has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since March 28, 2003 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”)Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such filingamendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC Documents (i) did not 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 in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and misleading. (ii) complied The Company is in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act listing and the applicable corporate governance rules and regulations of the SEC thereunderNASDAQ. None of Except as permitted by 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 theretoExchange Act, 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 adjustmentsincluding Sections 13(k)(2) and (C3) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity or rules of the Company and its Subsidiaries as of the dates and for the periods referred to therein. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the CompanySEC, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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, neither the Company nor any of its Affiliates has made, arranged or modified (in any material way) any “extensions of creditcredit 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 Section 402 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 is recorded and reported on a timely basis to the individuals responsible for the preparation of the Xxxxxxxx-Xxxxx Act) to directors or executive officers Company’s filings with the SEC and other public disclosure documents. The Company maintains internal control over financial reporting (as defined in Rule 3b-7 13a-15 or 15d-15, as applicable, 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 NASDAQ, except for any non-compliance that 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 has established and maintains a system of “Such internal controls control over financial reporting” (as defined reporting is effective in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide providing reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally 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 and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company BoardCompany, and (iii) provide reasonable assurance 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 its financial statements. (d) The Company’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its the most recent evaluation of such disclosure controls its chief executive officer and procedures its chief financial officer prior to the date of this Agreementhereof, to the Company’s auditors and the audit committee of the Company Board Company’s board of directors (iA) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting that could are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) information and has identified for the Company’s auditors and audit committee of the Company Disclosure Letter, Company’s board of directors any material weaknesses in internal control over financial reporting and (iiB) 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. 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 (other than confidential treatment requests) is the subject of ongoing SEC review. The Company has made available to Parent true (i) a summary of any such disclosure made by management to the Company’s auditors and complete copies audit committee since the Applicable Date and (ii) any material 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 made available to Parent a summary of all written comment letters from complaints or concerns relating to other matters made since the staff 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 SEC received since January 1board of directors or the board of directors pursuant to the rules in adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, 2011 through 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, or, in the case of Company Reports filed after the date of this Agreement relating to hereof, will fairly present the Company SEC Documents and all written responses consolidated financial position of the Company thereto through and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, shareholders’ equity and 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 hereof, will fairly present the results of this Agreement other than with respect operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods set forth therein (subject, in the case of unaudited statements, to requests for confidential treatment. As of the date of this Agreement, there are no outstanding notes and normal year-end audit adjustments that will not be material in amount or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents other than confidential treatment requests. As of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations pending or threatenedeffect), in each case regarding any in accordance with U.S. generally accepted accounting practices of principles (“GAAP”) consistently applied during the Companyperiods involved, except as may be noted therein.

Company Reports; Financial Statements. (ai) Since January 1, 2011, the The Company has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis, all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since December 31, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied in all material respects or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as Act and the case may be, together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”) (such documents ), and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”)Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filingamendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC Documents (i) did not 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 in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and misleading. (ii) complied The Company is in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act listing and the applicable corporate governance rules and regulations of the SEC thereunderNew York Stock Exchange (the “NYSE”). None Except as permitted by the Exchange Act, including Section 13(k)(2) and Section 13(k)(3) thereof or rules of the Company’s Subsidiaries is required to make any filings with SEC, since the SEC. All enactment of the audited consolidated financial statements and unaudited consolidated interim financial statements Sxxxxxxx-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 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 or any 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. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate in all material respectsAffiliates. For purposes of this Agreement, the term “principal executive officerAffiliate” and when used with respect to any party shall mean any Person who is an “principal financial officeraffiliate” 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” (that party within the meaning of Section 402 Rule 405 promulgated under the Securities Act. (iii) The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that material 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 Xxxxxxxx-Xxxxx Act) to directors or executive officers Company’s filings with the SEC and other public disclosure documents. The Company maintains internal control over financial reporting (as defined in Rule 3b-7 13a-15 or Rule 15d-15, as applicable, 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 NASDAQ, except for any non-compliance that 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 has established and maintains a system of “Such internal controls control over financial reporting” (as defined reporting is effective in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide providing reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPGAAP 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 and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company BoardCompany, and (iii) provide reasonable assurance 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 its financial statements. (d) The Company’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its the most recent evaluation of such disclosure controls its chief executive officer and procedures its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board Company’s board of directors (iA) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting that could are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) information and has identified for the Company’s auditors and audit committee of the Company Disclosure Letter, Company’s board of directors any material weaknesses in internal control over financial reporting and (iiB) 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. 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 (other than confidential treatment requests) is the subject of ongoing SEC review. The Company has made available to Parent true (i) a summary of any such disclosure made by management to the Company’s auditors and complete copies 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 NYSE, 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 made available to Parent a summary of all written comment letters from complaints or concerns relating to other matters made since the staff 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 SEC received since January 1, 2011 through board of directors or the date board of this Agreement relating directors pursuant to the Company SEC Documents and all written responses rules adopted pursuant to Section 307 of the Sxxxxxxx-Xxxxx Act or any policy of the Company thereto through contemplating such reporting, including in instances not required by those rules. (iv) Each of the date 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 this Agreement other than with respect to requests for confidential treatment. As of Company Reports filed after the date of this Agreement, there are no outstanding 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 income, shareholders’ equity and cash flows included in or unresolved comments incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in comment letters received from all material respects, or in the SEC staff with respect to any case of Company SEC Documents other than confidential treatment requests. As of Reports filed after the date of this Agreement, there are no SEC inquiries will fairly present in all material respects the results of operations, retained earnings (loss) and changes in financial position, as the case may be, 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 investigations, other governmental inquiries or investigations, or internal investigations pending or threatenedeffect), in each case regarding any accounting practices of in accordance with GAAP consistently applied during the Companyperiods involved, except as may be noted therein.

Company Reports; Financial Statements. (ai) Since January 1, 2011, the The Company has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) since May 31, 2004 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to June 7, 2007, including any amendments thereto, but excluding the preliminary proxy statement relating to the transactions contemplated by the Prior Merger Agreement, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents 2002, and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”)Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date June 7, 2007, as of this Agreement, then on the date of such filingamendment), the Company Reports did not, and any Company Reports filed or furnished with the SEC Documents (i) did not subsequent to June 7, 2007 will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and misleading. (ii) complied The Company is in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act listing and the applicable corporate governance rules and regulations of the SEC thereunder. None NASDAQ. (iii) Each 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 balance sheets included in or incorporated by reference into the Company included in the Company SEC Documents Reports (together with including the related notes and schedules thereto, collectively, the “Company Financial Statements”) (Aschedules) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries fairly presents 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 statementsCompany Reports filed after June 7, for normal and recurring year-end adjustments) and (C) 2007, 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, 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, or in the case of Company Reports filed after June 7, 2007, will fairly present in all material respects the consolidated results of operations, cash flows retained earnings and changes in stockholders’ equity financial position, as the case may be, of the Company and its consolidated Subsidiaries as of the dates and for the periods referred set forth therein (subject, in the case of unaudited statements, to the absence of information or notes not required by GAAP to be included in interim financial statements and to normal 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 therein. (biv) Each The Company and its Subsidiaries have implemented and maintain a system of the principal executive officer internal accounting controls and the principal financial officer of the Company reporting (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 Act13a-15(a) 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 NASDAQ, except for any non-compliance that 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 has established and maintains 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 are sufficient to provide reasonable assurance (i) assurances 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 . 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’s “maintains disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of procedures required by Rule 13a-15 or 15d-15 under the Exchange Act), as required by Rules 13a-15(a) . Such disclosure controls and 15d-15(a) of the Exchange Act, procedures are designed effective 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, processed, summarized, recorded and reported within on a timely basis to the time periods specified in individuals responsible for the rules and forms preparation of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required filings with the SEC and other public disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reportsdocuments. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this AgreementJune 7, 2007, to the Company’s outside auditors and the audit committee of the board of directors of the Company Board (iA) 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 could would be reasonably likely to materially and adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, information and (iiB) 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. 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 (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, 2011 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. 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. (a) Since January 1, 2011, the The Company has timely made available (for purposes of this Section 5.5, any material that has been filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to 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”) in an unredacted form and that is available through XXXXX shall be deemed to have been made available) to Parent true and complete copies of each registration statement, report, proxy statement or information statement, including all amendments, schedules, supplements and exhibits thereto, prepared by it since December 31, 2002 (the “Base Date”), including exhibits the Company’s Annual Report on Form 10-K for the years ended December 31, 2002, 2003 and other information incorporated therein as they have been supplemented2004, modified and the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2005, in the form (including exhibits, annexes and any amendments thereto) filed with or amended furnished to the SEC. The Company has timely filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the applicable securities statutes, regulations, policies and rules since the time of filingBase Date (the forms, collectivelystatements, reports and documents filed or furnished since the “Company Base Date and those filed with or furnished to the SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior subsequent to the date of this Agreement, if any, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or furnishing, complied or will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and complied in all material respects with the then on applicable accounting standards. As of their respective dates (or, if amended, as of the date of such filing), amendment) the Company Reports did not, and any Company Reports filed with or furnished to the SEC Documents (i) did not 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 in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and (ii) complied in all material respects with misleading. As of the applicable date hereof, no Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act. The Company has previously provided to Parent a complete and correct copy of any amendment or modification which has not yet been filed with or furnished to the SEC to any agreement, document or other instrument which the Company has previously filed with or furnished to the SEC pursuant to the Securities Act or the Securities Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations . (i) Each of the SEC thereunder. 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 balance sheets included in or incorporated by reference into the Company included in the Company SEC Documents Reports (together with including the related notes and schedules thereto, collectively, the “Company Financial Statements”) (Aschedules) have has been or will be prepared from, and are is in accordance with, the books and records of the Company and the Company’s Subsidiaries presents fairly, or will present fairly, 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 its date and (ii) each of the dates consolidated statements of operations, cash flows and stockholders’ equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) presents fairly, or will present fairly, 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 for the periods referred set forth therein (subject, in the case of each of (i) and (ii) with respect to unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in the case of each of (i) and (ii) in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. (bc) Each of The Company is in compliance in all material respects with (i) the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 applicable provisions of the Xxxxxxxx-Xxxxx Act with respect to of 2002 (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”) and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. Neither Except as permitted by the Company nor any of its Subsidiaries has outstanding Exchange Act, including, without limitation, Sections 13(k)(2) and (nor has arranged or modified 3), since the enactment of the Xxxxxxxx-Xxxxx Act) , neither the Company nor any “extensions of credit” its Affiliates has made, arranged, modified (within the meaning of Section 402 in any material way), or forgiven personal loans to any executive officer or director of the Xxxxxxxx-Xxxxx ActCompany. (d) to directors or executive officers The management of the Company has (i) implemented disclosure controls and procedures (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 NASDAQ, except for any non-compliance that 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 has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is sufficient made known to provide reasonable assurance (i) regarding the reliability management of financial reporting the Company by others within those entities, 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’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreementevaluation, to the Company’s outside auditors and the audit committee of the Board of Directors of the Company Board (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial informationdata, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (iiB) 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. For purposes of this Agreementreporting and (C) any other matter required to be disclosed by Law, the terms “significant deficiency” and “material weakness” shall have Company’s policies, the meaning assigned to them in listing standards of NASDAQ, the audit committee’s charter or the professional standards of the Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this AgreementBoard. (e) To Since the Base Date, (i) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s Knowledge, none any director, officer, employee, auditor, accountant or representative of the Company SEC Documents or any of its Subsidiaries has received or otherwise has 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 Base 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 (other than confidential treatment requestsexcept for any of the foregoing after the date hereof which have no reasonable basis), and (ii) is no attorney representing the subject Company or any of ongoing SEC review. 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 Base 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 Company, to any director or officer of the Company. (f) The Company has made available to Parent a complete and correct set of the corporate minute books of the Company and each of its Subsidiaries since December 31, 2002, and such minute books reflect a true and complete copies summary of all written comment letters from the staff meetings of the SEC received since January 1, 2011 through the date Board of this Agreement relating to the Company SEC Documents and all written responses Directors of the Company thereto through the date and all meetings of this Agreement other than with respect to requests for confidential treatment. As any similar governing body of the date each 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. 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 Companyits Subsidiaries.

Company Reports; Financial Statements. (a) Since January 1, 2011, the The Company has furnished to or filed with the SEC on a timely filed or otherwise furnished (as applicable) basis all reports, schedules, registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by referencetherein) required to be furnished or filed by it under the Securities Act Company with the SEC since October 3, 2015 (such documents, together with all exhibits, financial statements, including the Company Financial Statements, certifications and schedules and amendments thereto and all information incorporated therein by reference, but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the time furnished or filed, complied, or if not yet furnished or filed, will comply, in all material respects with the applicable requirements of the Exchange Act, as the case may be, together with all certifications required pursuant to Securities Act and the Xxxxxxxx-Xxxxx Sarbanes‑Oxley Act of 2002 (including the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the “SEC”regulations promulgated thereunder), including exhibits as applicable, and other information incorporated therein as they have been supplemented, modified or amended since the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates it was filed (or, or if amended or superseded by a filing or amendment prior to the date of this Agreement, then on at the time of such filing or amendment) and for Company Reports furnished to or filed with the SEC after the date of such filing)this Agreement, the Company SEC Documents (i) did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective prior to the date of this Agreement, did not, and any such registration statement that becomes effective after the date of this Agreement, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements misleading. As of the Exchange Act date of this Agreement, there are no material amendments or modifications to the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Company Reports that were required to be filed with (or furnished to) the SEC thereunder. None prior to the date of the Company’s Subsidiaries is required to make any filings this Agreement, but that have not yet been filed with (or furnished to) the SEC. All Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company SEC Documents Reports (together with the related notes and schedules thereto, collectively, the “Company Financial Statements”) ) complied at the time it was filed with (Aor furnished to) have been prepared fromthe SEC, and are in accordance withor if not yet furnished or filed, will comply at the books and records time of the Company and the Company’s Subsidiaries filing as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been was prepared in accordance with GAAP 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 thereto) and fairly presents, or, in the case of interim financial statementsCompany Financial Statements, for normal and recurring yearincluded in or incorporated by reference into the Company Reports furnished or filed after the date of this 829649.04-end adjustments) and (C) LACSR01A - MSW Agreement, will fairly present in all material respects the consolidated financial position of the Company and the Company’s consolidated Subsidiaries as of the dates thereof and the consolidated results of operations, their operations and cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the dates and for the periods referred shown (subject, in the case of unaudited quarterly financial statements, to thereinthe absence of footnote disclosure and to normal fiscal year‑end adjustments). (b) Each of the principal executive officer and the principal financial officer of the No Company Entity has any material liability, except liabilities: (i) reflected or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 reserved against in the Xxxxxxxx-Xxxxx Act. Neither most recent balance sheet (including 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 Actnotes thereto) of the Company Entities included in the Company Reports filed prior to the date of this Agreement (the “Company Balance Sheet Date”); (ii) incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company Financial Statements; (iii) incurred in connection with the Merger or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act other transaction or agreement contemplated by this Agreement; or (iv) that were not, and the applicable listing and corporate governance rules of NASDAQ, except for any non-compliance that would could not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect. Except as reflected in the Company Reports, no Company Entity is a party to, nor does it have any obligation or other commitment to become a party to, any material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act). (c) The Company and each of its Subsidiaries has established and maintains a system of “internal controls control over financial reporting” (as defined in Rules 13a-15(fRule 13a‑15(f) and 15d-15(f) of or 15d‑15(f), as applicable, under the Exchange Act) that is sufficient to provide effective in providing reasonable 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 GAAP in all material respects. The Company has evaluated 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 effectiveness of the Company’s and internal control over financial reporting, and, to the extent required by applicable Law, presented in any applicable Company Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its Subsidiaries’ assets that could have a conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment. There are no “significant deficiencies” or “material weaknesses” (as defined in Auditing Standard No. 5 of the Public Company Oversight Board, as in effect on the date of this Agreement) in the design or operation of the Company’s internal controls and procedures that have been identified by the Company’s auditors, that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial statementsdata. To the Knowledge of the Company, since October 3, 2015 to the date of this Agreement, neither the Company nor the Company’s independent registered accountant has identified or been made aware of any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. Since October 3, 2015, to the Knowledge of the Company, no written complaints from any Governmental Authority regarding a material violation of accounting procedures, internal accounting controls or auditing matters have been received by the Company. (d) The Company’s “Company maintains disclosure controls and procedures” procedures (as 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, that are designed effective 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, processed, summarized, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the 829649.04-LACSR01A - MSW chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such 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 auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls 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 (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, 2011 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 has not provided comments to the Company in connection with any Company Report that, to the Knowledge of the Company, remain unresolved. (f) The Company is, and since October 3, 2015 has been, in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of the NYSE. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to any the Company SEC Documents other than confidential treatment requestsReports, and the statements contained in such certifications are true and accurate. As of the date For purposes of this Agreement, there are no SEC inquiries “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or investigations, other governmental inquiries or investigations, or internal investigations pending or threatened, in each case regarding any accounting practices executive officers within the meaning of Section 402 of the CompanyXxxxxxxx-Xxxxx Act.

Company Reports; Financial Statements. (a) Since January 1, 2011, the The Company has furnished to or filed with the SEC on a timely filed or otherwise furnished (as applicable) basis all reports, schedules, registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by referencetherein) required to be furnished or filed by it under the Securities Act Company with the SEC since December 31, 2018 (such documents, together with all exhibits, financial statements, including the Company Financial Statements, certifications and schedules and amendments thereto and all information incorporated therein by reference, but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the time furnished or filed, complied, or if not yet furnished or filed, will comply, in all material respects with the applicable requirements of the Exchange Act, as the case may be, together with all certifications required pursuant to Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the “SEC”regulations promulgated thereunder), including exhibits as applicable, and other information incorporated therein as they have been supplemented, modified or amended since the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates it was filed (or, or if amended or superseded by a filing or amendment prior to the date of this Agreement, then on at the time of such filing or amendment) and for Company Reports furnished to or filed with the SEC after the date of such filing)this Agreement, the Company SEC Documents (i) did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective prior to the date of this Agreement, did not, and any such registration statement that becomes effective after the date of this Agreement, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements misleading. As of the Exchange Act date of this Agreement, there are no material amendments or modifications to the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Company Reports that were required to be filed with (or furnished to) the SEC thereunder. None prior to the date of the Company’s Subsidiaries is required to make any filings this Agreement, but that have not yet been filed with (or furnished to) the SEC. All Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company SEC Documents Reports (together with the related notes and schedules thereto, collectively, the “Company Financial Statements”) ) complied at the time it was filed with (Aor furnished to) have been prepared fromthe SEC, and are in accordance withor if not yet furnished or filed, will comply at the books and records time of the Company and the Company’s Subsidiaries filing as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been was prepared in accordance with GAAP 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 thereto) and fairly presents, or, in the case of interim financial statementsCompany Financial Statements, for normal and recurring year-end adjustments) and (C) included in or incorporated by reference into the Company Reports furnished or filed after the date of this Agreement, will fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations, their operations and cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the dates and for the periods referred shown (subject, in the case of unaudited quarterly financial statements, to thereinthe absence of footnote disclosure and to normal fiscal year-end adjustments). (b) Each of the principal executive officer and the principal financial officer of the No Company Entity has any material liability, except liabilities: (i) reflected or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 reserved against in the Xxxxxxxx-Xxxxx Act. Neither most recent balance sheet (including 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 Actnotes thereto) of the Company Entities included in the Company Reports filed prior to the date of this Agreement (the “Company Balance Sheet Date”); (ii) incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company Financial Statements; (iii) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement; (iv) that are not required to be recorded or reflected on the face of its Subsidiaries. The Company is otherwise a balance sheet prepared in compliance accordance with all applicable provisions of the Xxxxxxxx-Xxxxx Act GAAP or (v) that were not, and the applicable listing and corporate governance rules of NASDAQ, except for any non-compliance that would could not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect. Except as reflected in the Company Reports, no Company Entity is a party to, nor does it have any obligation or other commitment to become a party to, any material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act). (c) The Company and each of its Subsidiaries has established and maintains a system of “internal controls control over financial reporting” (as defined in Rules 13a-15(fRule 13A-15(f) and or 15d-15(f) of ), as applicable, under the Exchange Act) that is sufficient to provide effective in providing reasonable 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 GAAP in all material respects. The Company has evaluated 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 effectiveness of the Company’s and internal control over financial reporting, and, to the extent required by applicable Law, presented in any applicable Company Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its Subsidiaries’ assets that could have a conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment. There are no “significant deficiencies” or “material weaknesses” (as defined in Auditing Standard No. 5 of the Public Company Oversight Board, as in effect on the date of this Agreement) in the design or operation of the Company’s internal controls and procedures that have been identified by the Company’s auditors, that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial statementsdata. To the Knowledge of the Company, since December 31, 2019 to the date of this Agreement, neither the Company nor the Company’s independent registered accountant has identified or been made aware of any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. Since December 31, 2019, to the Knowledge of the Company, no written complaints from any Governmental Authority regarding a material violation of accounting procedures, internal accounting controls or auditing matters have been received by the Company. (d) The Company’s “Company maintains disclosure controls and procedures” procedures (as defined in Rules 13a-15(e13A-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, that are designed effective to ensure that all material 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, processed, summarized, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such 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 auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls 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 (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, 2011 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 has not provided comments to the Company in connection with any Company Report that, to the Knowledge of the Company, remain unresolved. (f) The Company is, and since December 31, 2017 has been, in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of the OTC. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13A-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to any the Company SEC Documents other than confidential treatment requestsReports, and the statements contained in such certifications are true and accurate. As of the date For purposes of this Agreement, there are no SEC inquiries “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or investigations, other governmental inquiries or investigations, or internal investigations pending or threatened, in each case regarding any accounting practices executive officers within the meaning of Section 402 of the CompanyXxxxxxxx-Xxxxx Act.

Company Reports; Financial Statements. (a) Since January 1, 2011, the The Company has furnished to or filed with the SEC on a timely filed or otherwise furnished (as applicable) basis all reports, schedules, registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by referencetherein) required to be furnished or filed by it under the Securities Act Company with the SEC since October 3, 2015 (such documents, together with all exhibits, financial statements, including the Company Financial Statements, certifications and schedules and amendments thereto and all information incorporated therein by reference, but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the time furnished or filed, complied, or if not yet furnished or filed, will comply, in all material respects with the applicable requirements of the Exchange Act, as the case may be, together with all certifications required pursuant to Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the “Xxxxxxxx-Xxxxx Act”) (such documents rules and any other documents filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the “SEC”regulations promulgated thereunder), including exhibits as applicable, and other information incorporated therein as they have been supplemented, modified or amended since the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates it was filed (or, or if amended or superseded by a filing or amendment prior to the date of this Agreement, then on at the time of such filing or amendment) and for Company Reports furnished to or filed with the SEC after the date of such filing)this Agreement, the Company SEC Documents (i) did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective prior to the date of this Agreement, did not, and any such registration statement that becomes effective after the date of this Agreement, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements misleading. As of the Exchange Act date of this Agreement, there are no material amendments or modifications to the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of Company Reports that were required to be filed with (or furnished to) the SEC thereunder. None prior to the date of the Company’s Subsidiaries is required to make any filings this Agreement, but that have not yet been filed with (or furnished to) the SEC. All Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company SEC Documents Reports (together with the related notes and schedules thereto, collectively, the “Company Financial Statements”) ) complied at the time it was filed with (Aor furnished to) have been prepared fromthe SEC, and are in accordance withor if not yet furnished or filed, will comply at the books and records time of the Company and the Company’s Subsidiaries filing as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been was prepared in accordance with GAAP 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 thereto) and fairly presents, or, in the case of interim financial statementsCompany Financial Statements, for normal and recurring year-end adjustments) and (C) included in or incorporated by reference into the Company Reports furnished or filed after the date of this Agreement, will fairly present in all material respects the consolidated financial position of the Company and the Company’s consolidated Subsidiaries as of the dates thereof and the consolidated results of operations, their operations and cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the dates and for the periods referred shown (subject, in the case of unaudited quarterly financial statements, to thereinthe absence of footnote disclosure and to normal fiscal year-end adjustments). (b) Each of the principal executive officer and the principal financial officer of the No Company Entity has any material liability, except liabilities: (i) reflected or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 reserved against in the Xxxxxxxx-Xxxxx Act. Neither most recent balance sheet (including 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 Actnotes thereto) of the Company Entities included in the Company Reports filed prior to the date of this Agreement (the “Company Balance Sheet Date”); (ii) incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company Financial Statements; (iii) incurred in connection with the Merger or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act other transaction or agreement contemplated by this Agreement; or (iv) that were not, and the applicable listing and corporate governance rules of NASDAQ, except for any non-compliance that would could not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect. Except as reflected in the Company Reports, no Company Entity is a party to, nor does it have any obligation or other commitment to become a party to, any material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act). (c) The Company and each of its Subsidiaries has established and maintains a system of “internal controls control over financial reporting” (as defined in Rules Rule 13a-15(f) and or 15d-15(f) of ), as applicable, under the Exchange Act) that is sufficient to provide effective in providing reasonable 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 GAAP in all material respects. The Company has evaluated 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 effectiveness of the Company’s and internal control over financial reporting, and, to the extent required by applicable Law, presented in any applicable Company Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its Subsidiaries’ assets that could have a conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment. There are no “significant deficiencies” or “material weaknesses” (as defined in Auditing Standard No. 5 of the Public Company Oversight Board, as in effect on the date of this Agreement) in the design or operation of the Company’s internal controls and procedures that have been identified by the Company’s auditors, that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial statementsdata. To the Knowledge of the Company, since October 3, 2015 to the date of this Agreement, neither the Company nor the Company’s independent registered accountant has identified or been made aware of any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. Since October 3, 2015, to the Knowledge of the Company, no written complaints from any Governmental Authority regarding a material violation of accounting procedures, internal accounting controls or auditing matters have been received by the Company. (d) The Company’s “Company maintains disclosure controls and procedures” procedures (as 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, that are designed effective 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, processed, summarized, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such 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 auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls 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 (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, 2011 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 has not provided comments to the Company in connection with any Company Report that, to the Knowledge of the Company, remain unresolved. (f) The Company is, and since October 3, 2015 has been, in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of the NYSE. (g) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to any the Company SEC Documents other than confidential treatment requestsReports, and the statements contained in such certifications are true and accurate. As of the date For purposes of this Agreement, there are no SEC inquiries “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Company does not have, and has not arranged any, outstanding “extensions of credit” to directors or investigations, other governmental inquiries or investigations, or internal investigations pending or threatened, in each case regarding any accounting practices executive officers within the meaning of Section 402 of the CompanyXxxxxxxx-Xxxxx Act.

Company Reports; Financial Statements. (ai) Since January 1, 2011, Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, each of the Company and Oncor has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis, all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits exhibits, financial statements and all schedules thereto, and other information incorporated by referencetherein) required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to 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”)) pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”) or the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended (the “Securities Act”) or any Contract governing any indebtedness of the Company or Oncor requiring such filings to be made since December 31, 2013 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including exhibits and other information incorporated therein as they have been supplemented, modified or amended since the time of filing, collectivelyany amendments thereto, the “Company SEC DocumentsReports”). As Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, each of the Company Reports, including any financial statements or schedules included therein, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company Reports. Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, as of their respective filing dates (or, if amended prior to, or superseded by a filing after, the date hereof, as of the date of such amendment), the Company Reports filed with or furnished to the SEC prior to the date of this Agreementhereof did not, then on and any Company Reports filed with or furnished to the SEC subsequent to the date of such filing)hereof will not, the Company 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 under in which they were made, not misleading and misleading. There are no outstanding or unresolved comments received from the SEC staff with respect to the Company Reports. None of the Company Reports is, to the Knowledge (as defined below) of the Company, the subject of ongoing SEC review. (ii) complied Each of the consolidated balance sheets included in, or incorporated by reference into, the Company Reports, as amended prior to the date hereof (including the related notes and schedules thereto) fairly presents in all material respects with respects, or, in the case of Company Reports filed after the date hereof, will fairly present in all material respects, the financial position of the applicable requirements entity and its consolidated Subsidiaries as of its date (and if amended, as of the Exchange Act date of the last such amendment prior to the date hereof) and each of the statements of consolidated income, comprehensive income, cash flows and shareholders’ equity included in or incorporated by reference into the Securities ActCompany Reports (including any related notes and schedules thereto), as finally amended prior to the date hereof, 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 financial position, results of operations and cash flows, as the case may be, the Xxxxxxxx-Xxxxx Act and of the applicable rules entity and regulations of the SEC thereunder. None of the Company’s its consolidated 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 for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited statements, for to the lack of notes and to normal and recurring year-end adjustments), in each case in accordance with GAAP, except as may be noted therein. True and correct copies of each of the Company’s (x) annual audited financial statements (including consolidated balance sheets and statements of consolidated income, comprehensive income, cash flows and shareholders’ equity) as of and for the year ended December 31, 2016 and (Cy) unaudited financial statements for the quarterly period ended March 31, 2017 (1) are set forth on Section 5.1(e)(ii) of the Company Disclosure Letter and (2) fairly present in all material respects the consolidated financial position and the consolidated position, results of operations, operations and cash flows and changes in stockholders’ equity of the Company and its consolidated Subsidiaries as of the dates and for the periods referred to set forth therein. (biii) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, Except as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 NASDAQ, except for any non-compliance that would not reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company and each of its Subsidiaries has established and maintains 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 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’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) nature or reliability of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of information disclosed in Oncor’s periodic reports filed under the Exchange Act, Oncor maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed effective 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, processed, summarized, recorded and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated on a timely basis to the Company’s management as appropriate to allow timely decisions regarding required individuals responsible for the preparation of its filings with the SEC and other public disclosure and to make the certifications of the documents (including its chief executive officer and chief financial officer officer). Except as has not had, individually or in the aggregate, a material and adverse effect on the nature or reliability of the Company required information disclosed in Oncor’s periodic reports filed under the Exchange Act with respect to such reports. The or the Company’s financial statements as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, none of the Company or Oncor has disclosed, and is not required to disclose, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company’s its outside auditors and the audit committee of the Company Board its board of directors (ior similar governing body): (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that could are reasonably likely to adversely affect in any material respect the Company’s its ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, information and (ii2) any fraud, known to it, whether or not material, that involves management or other employees who have a significant role in the Company’s its 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. (eiv) To Except as has not had and would not have, individually or in the Company’s Knowledgeaggregate, none a Company Material Adverse Effect, Oncor is in compliance with the applicable provisions of the Company SEC Documents (other than confidential treatment requests) is Xxxxxxxx-Xxxxx Act. Without limiting 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 generality of the SEC received since January 1foregoing, 2011 through neither the date Company nor any of this Agreement its Subsidiaries is a party to, or has a commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company SEC Documents or any of its Subsidiaries, on the one hand, and all written responses 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 Company thereto through SEC), where the date result, purpose or effect of this Agreement other than with respect such Contract or arrangement is to requests for confidential treatment. As avoid disclosure 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. As of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigationsmaterial transaction involving, or internal investigations pending material liabilities of, the Company or threatened, any of its Subsidiaries in each case regarding any accounting practices of the CompanyCompany Reports or the financial statements included therein.

Company Reports; Financial Statements. (a) Since January 1, 2011, the The Company has timely filed made available to Parent each registration statement, report, proxy statement or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to be statement filed by it under with the SEC (collectively, including any amendments of any such reports, the "COMPANY REPORTS") pursuant to the Securities Act or the Exchange ActAct since January 1, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents 1998 and any other documents filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing), the Company SEC Documents including (i) did not contain the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and (ii) the Company's Quarterly Reports on Form 10- Q for the quarterly periods ended March 31, 1999, June 30, 1999 and September 30, 1999, each in the form filed with the SEC (including exhibits, annexes and any amendments thereto). None of the Company Reports (in the case of Company Reports filed pursuant to the Securities Act), as of their effective dates, contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and none of the Company Reports (iiin the case of Company Reports filed pursuant to the Exchange Act) complied as of the respective dates first mailed to shareholders contains any statement which, at the time and in the light of the circumstances under which it was made, was false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its Subsidiaries included in such Company Reports comply as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunderwith respect thereto. None Each 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 balance sheets included in or incorporated by reference into the Company included in the Company SEC Documents Reports (together with including the related notes and schedules theretoschedules) presents fairly, 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 its date and each of the dates consolidated statements of income and consolidated statements of cash flow included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents 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 for the periods referred to therein. set forth therein (b) Each subject, in the case of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Companyunaudited statements, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documentsabsence of notes and normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31, 1999 (the "AUDIT DATE") and through the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreementdate hereof, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither neither the Company nor any of its Subsidiaries has outstanding incurred any liabilities or obligations (nor has arranged whether absolute, accrued, fixed, contingent or modified since otherwise and whether due or to become due) of any nature, except liabilities or obligations which (i) were reflected on 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) audited balance sheet of the Company or any and its Subsidiaries as of its Subsidiaries. The December 31, 1999 (including the notes thereto), (ii) were incurred in the ordinary course of business, consistent with past practices after December 31, 1999, (iii) are disclosed in the Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of NASDAQReports filed after December 31, except for any non-compliance that 1999, (iv) would not be reasonably be expected to havelikely to, either individually or in the aggregate, have a Company Material Adverse Effect. (c) The Company and each of its Subsidiaries has established and maintains 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 assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (iiv) that receipts and expenditures of were incurred in connection with the Company and its Subsidiaries are being made only in accordance with authorizations of management and the Company Board, and transactions contemplated by this Agreement or (iiivi) 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’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures been satisfied prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls 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 Agreementhereof. (e) To the Company’s Knowledge, 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, 2011 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. 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. The Company has delivered to the ------------------------------------- Parent each report or information statement prepared by it since December 31, 1999 (a) Since January 1the "Audit Date"), 2011(collectively, the "Company has timely filed or otherwise furnished Reports"). The Company ---------- --------------- Reports include (as applicablei) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, the financial statements and other documents for Sandhill Information Technology (including exhibits and all other information incorporated by referenceBeijing) required to be filed by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 Co. Ltd. (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”"Sandhill"), including exhibits a balance sheet dated December 31, -------- 1999 and other information incorporated therein an income statement for the period from inception through December 31, 1999, as they have been supplementedaudited by Xxxxxx Xxxxxxxx together with an unaudited balance sheet of Sandhill, modified or amended since dated as of August 31, 2000, and an unaudited income statement for Sandhill for the time of filingeight months ended August 31, 2000 (collectively, the “"Sandhill ------- assets and liabilities of the Company, including unaudited consolidated and unconsolidated balance sheets of the Company SEC Documents”as June 30, 2000 and unconsolidated and consolidated income statements of the Company for the six months ended June 30, 2000, (collectively, the "US Reports"). As of their respective filing dates dates, (or, ---------- if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing), amended) the Company SEC Documents (i) 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 under in which they were made, not misleading and (ii) complied misleading. The US Reports were not prepared in accordance with generally accepted accounting principles, but do provide disclosure of all material respects with the applicable requirements items of revenue and expense and all material assets and liabilities of the Exchange Act Company on an unconsolidated basis. Each of the consolidated balance sheets included in or incorporated by reference into the Securities ActSandhill Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Sandhill as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Sandhill Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. 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 Sandhill for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of interim financial unaudited statements, for to notes and normal and recurring year-end adjustments) and (C) fairly present audit adjustments that will not be material 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. (b) Each of the principal executive officer and the principal financial officer of the Company (amount or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 NASDAQ, except for any non-compliance that 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 has established and maintains 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 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’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Acteffect), as required by Rules 13a-15(a) and 15d-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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such 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 auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls 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 (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, 2011 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. 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 in accordance with generally accepted accounting practices of principles in the CompanyPRC consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (a) Since Except as disclosed in Schedule 2.4.4.1 hereto, since January 1, 20112013 (the “Applicable Date”), the Company has timely filed or otherwise furnished (furnished, as applicable) , all registration statementsforms, prospectuses, formscertifications, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the United States Securities and Exchange Commission (“SEC”) pursuant to the Act and the Securities Exchange Act (the “Exchange Act”) (the forms, statements, reports and documents filed or furnished since the Applicable Date, including any amendments thereto, the “Company SEC Reports”). Each of the Company SEC Reports, at the time of its filing or being furnished (or, if amended, as of the time of such amendment), complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”)Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filingamendment), the (x) each Company SEC Documents (i) Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and (iiy) complied in all material respects with the applicable requirements of the Exchange Act or each Company SEC Report filed pursuant to the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations did not contain any untrue statement of the SEC thereunder. 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. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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 NASDAQ, except for any non-compliance that 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 has established and maintains 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 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’s “disclosure controls and procedures” (as 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 fact or omit to ensure that all information (both financial and non-financial) state any material fact required to be disclosed by the Company in the reports that it files stated therein or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and necessary to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such 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 auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, and (ii) any fraud, whether or statements therein not material, that involves management or other employees who have a significant role in the Company’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 Agreementmisleading. (e) To the Company’s Knowledge, 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, 2011 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. 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. (ai) Since January 1, 2011Except as set forth in Section 5.1(g)(i) of the Company Disclosure Letter, the Company has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis, all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the SEC pursuant to the Exchange Act or the Securities Act since October 6, 2016 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, together with all certifications required pursuant to Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents ), and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”)Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filingamendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC Documents (i) did not 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 in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and misleading. (ii) complied The Company is in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act listing and the applicable corporate governance rules and regulations of the SEC thereunderNYSE. None of Except as permitted by 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 theretoExchange Act, 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 adjustmentsincluding Sections 13(k)(2) and (C3) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity or rules of the Company and its Subsidiaries as of the dates and for the periods referred to therein. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the CompanySEC, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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, neither the Company nor any of its Affiliates has made, arranged or modified (in any material way) any “extensions of credit” (within credit in the meaning form of Section 402 a personal loan to any executive officer or director of the Xxxxxxxx-Xxxxx Company. None of the Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. The Company has made available to Parent all comment letters and all material correspondence between the SEC, on the one hand, and the Company, on the other hand, since October 6, 2016. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company Reports filed or furnished by the Company with the SEC and, as of the date hereof, to the Company’s Knowledge, none of the Company Reports is the subject of ongoing SEC review. (iii) The Company has designed and 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 directors or executive officers 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. The Company maintains internal control over financial reporting (as defined in Rule 3b-7 13a-15 or 15d-15, as applicable, 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 NASDAQ, except for any non-compliance that 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 has established and maintains a system of “Such internal controls control over financial reporting” (as defined reporting is effective in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide providing reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally 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 asset 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 and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company BoardCompany, and (iii) provide reasonable assurance 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 its financial statements. (d) The Company’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its the most recent evaluation of such disclosure controls its chief executive officer and procedures its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (ithe “Company Audit Committee”) (A) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting that could are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of information and has identified for the Company’s auditors and Company Disclosure Letter, Audit Committee any material weaknesses in internal control over financial reporting and (iiB) 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. 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 (other than confidential treatment requests) is the subject of ongoing SEC review. The Company has made available to Parent true (i) a summary of any such disclosure made by management to the Company’s auditors and complete copies audit committee since the Applicable Date and (ii) any material communication since the Applicable Date, made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of NYSE, 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 made available to Parent a summary of all written comment letters from material complaints or concerns relating to other matters made since the staff 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, Company Audit Committee (or other committee designated for the purpose) or the Company Board pursuant to the rules adopted pursuant to Section 307 of the SEC received since January 1Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, 2011 through including in instances not required by those rules. (iv) Each of the date of this Agreement relating to consolidated balance sheets included in or incorporated by reference into the Company SEC Documents Reports (including the related notes and all written responses schedules) fairly presents, or, in the case of the Company thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of Reports filed after the date of this Agreement, there are no outstanding 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, changes in equity and cash flows included in or unresolved comments incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or in comment letters received from the SEC staff with respect to any case of Company SEC Documents other than confidential treatment requests. As of Reports filed after the date of this Agreement, there are no SEC inquiries will fairly present the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies 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 investigations, other governmental inquiries or investigations, or internal investigations pending or threatenedeffect), in each case regarding any accounting practices of in accordance with GAAP consistently applied during the Companyperiods involved, except as may be noted therein.

Company Reports; Financial Statements. (a) Since January 1, 2011, Except as set forth in Section 2.6(a) of the Company Disclosure Letter, The Company has timely filed or otherwise furnished (furnished, as applicable) , on a timely basis, all registration forms, statements, prospectusescertifications, forms, reports, definitive proxy statements, schedules, statements reports and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it under with the SEC pursuant to the Exchange Act or the Securities Act since July 4, 2015 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as Act and the case may be, together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”) (such documents ), and any other documents filed by rules and regulations promulgated thereunder applicable to the Company or any of its Subsidiaries with the Securities and Exchange Commission (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”)Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filingamendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC Documents (i) did not 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 in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading and misleading. (iib) complied The Company is in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act listing and the applicable corporate governance rules and regulations of the SEC thereunderOTCQB. None Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the Applicable Date, 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’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. (b) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the 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, the term “principal executive officerAffiliate” and when used with respect to any party shall mean any Person who is an “principal financial officeraffiliate” 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” (that party within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 405 promulgated under the Exchange Securities 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 NASDAQ, except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company maintains disclosure controls and each 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 is recorded and reported on a timely basis to the individuals responsible for the preparation of its Subsidiaries has established the Company’s filings with the SEC and other public disclosure documents. The Company maintains a system of “internal controls control over financial reporting” reporting (as defined in Rules 13a-15(f) and 15d-15(f) of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that ). Such internal control over financial reporting is sufficient to provide effective in providing reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPGAAP 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 asset 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 and its Subsidiaries are being made only in accordance with authorizations of management and directors of the Company BoardCompany, and (iii) provide reasonable assurance 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 its financial statements. (d) The Company’s “disclosure controls and procedures” (as 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 (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, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its the most recent evaluation of such disclosure controls its chief executive officer and procedures its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board Company’s board of directors (iA) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting that could are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) information and has identified for the Company’s auditors and audit committee of the Company Disclosure Letter, Company’s board of directors any material weaknesses in internal control over financial reporting and (iiB) 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. 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 (other than confidential treatment requests) is the subject of ongoing SEC review. The Company has made available provided to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2011 through Purchaser prior to the date of this Agreement relating (i) a summary of any such disclosure made by management to the Company SEC Documents Company’s auditors and all written responses audit committee since the Applicable Date and (ii) any material 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 Global Select Market (prior to the de-listing from the NASDAQ Global Select Market) or the OTCQB (following the de-listing from the NASDAQ Global Select Market), the audit committee’s charter or professional standards of the Public Company thereto through 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 Purchaser prior to the date of this Agreement a summary of all material complaints or concerns relating to other than with respect to requests matters made since the Applicable Date through the Company’s whistleblower hot line or equivalent system for confidential treatmentreceipt of employee concerns regarding possible violations of Laws. As To the Knowledge of the date of this AgreementCompany, there are have been no outstanding reports of evidence of a violation of securities Laws, breach of fiduciary duty or unresolved comments in comment letters received from similar violation by the SEC staff with respect 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 Sxxxxxxx-Xxxxx Act or any Company SEC Documents other than confidential treatment requests. As policy contemplating such reporting, including in instances not required by those rules. (d) 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 this Agreementthe consolidated statements of operations and comprehensive loss, there are no SEC inquiries changes in shareholders’ equity and cash flows included in or investigationsincorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, other governmental inquiries retained earnings (deficit) and changes in financial position, as the case may be, of such companies 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 investigations, or internal investigations pending or threatened, effect) in each case regarding any accounting practices of in accordance with GAAP consistently applied during the Companyperiods involved, except as may be noted therein.

Company Reports; Financial Statements. (a) Since January 1, 2011, the The Company has timely filed made available to Novartis each registration statement, report, proxy statement or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to be statement filed by it under the Securities Act or the Exchange Actsince December 31, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 2004 (the “Xxxxxxxx"AUDIT DATE"), including (x) the Company's Annual Report on Form 10-Xxxxx Act”K for the year ended December 31, 2004, and (y) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005, each in the form (such documents including exhibits, annexes and any other documents amendments thereto) filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the “"SEC”"), including exhibits which, together with any such reports filed subsequent to the date hereof, are referred to as the "Company Reports". The Company has filed and other information incorporated therein as they have been supplementedfurnished all forms, modified statements, reports and documents required to be filed or amended furnished by it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since January 1, 2004. The Company Reports were prepared in all material respects in accordance with the time applicable requirements of filing, collectively, the “Company SEC Documents”)Securities Act and the Exchange Act and complied in all material respects with the then applicable accounting standards. As of their respective filing dates (orand, if amended or superseded by a filing prior amended, as of the date of such amendment) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this AgreementAgreement will not, then on the date of such filing), the Company 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 under in which they were made, not misleading and (ii) complied in all material respects with misleading. To the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None Knowledge of the Company’s Subsidiaries is required , there are no outstanding comment letters or requests for information from the SEC with respect 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 thereinReport. (b) Each of the principal executive officer and the principal financial officer of consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) filed on or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect prior to the Company SEC Documentsdate of this Agreement fairly presents, and if filed after the statements contained in such certifications are true and accurate in all material respects. For purposes date of this Agreement, “principal executive officer” and “principal will fairly present, the consolidated 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) position of the Company or any and its Subsidiaries, as of its Subsidiariesdate, and each of the consolidated statements of operations, cash flows and of changes in stockholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, and if filed on or after the date of this Agreement, will fairly present, the results of operations, retained earnings and changes in financial position, 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), 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. The Company 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 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 has established designed and maintains a system of “internal controls over financial reporting” reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance (i) assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, generally accepted accounting principles. The Company (iiA) that receipts has designed 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’s “maintains disclosure controls and procedures” procedures (as 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 material 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, processed, summarized, summarized and reported within the time periods specified in the SEC's rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s 's management as appropriate to allow timely decisions regarding required disclosure disclosure, and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreementhereof, to the Company’s 's auditors and the audit committee of the Company Board (i1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could are reasonably likely to adversely affect in any material respect the Company’s 's ability to record, process, summarize and report financial information, including those matters set forth on Section 3.5(d) of the Company Disclosure Letter, information and (ii2) 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. (ec) To Since December 31, 2004, (x) through the Company’s Knowledgedate hereof, none to the Knowledge of the Company SEC Documents (other than confidential treatment requests) is neither the subject Company nor any of ongoing SEC review. The Company has made available to Parent true and complete copies of all written comment letters from the staff its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of the SEC Company or any of its Subsidiaries has received since January 1or otherwise had or obtained knowledge of any material complaint, 2011 through allegation, assertion or claim, whether written or oral, regarding the date accounting or auditing practices, procedures, methodologies or methods of this Agreement relating 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 (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 by the Company or any of its officers, directors, employees or agents to the Company SEC Documents and all written responses of Board or any committee thereof or to 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 General Counsel or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents other than confidential treatment requests. 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 Chief Executive Officer of the Company.