Common use of Company SEC Documents Clause in Contracts

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the Company has filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed with the Commission all forms, registration statements, reports, schedules schedules, statements and statements other documents required to be filed by it since January 1, 2000 under the Exchange Act or the Securities Act (all such documents documents, as supplemented and amended since the time of filing, together with the Form S-4 filed since January 1by Genesis on August 29, 2011 2002, which includes the Company's preliminary proxy statement, collectively, the "COMPANY SEC DOCUMENTS"). The Company SEC Documents, including any financial statements or schedules included in the Company SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any Company SEC Document amended or superseded by a filing prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely then on the dates date of effectivenesssuch amending or superseding filing) (except to the extent corrected by a subsequently filed Company SEC Documenta) (i) no Company SEC Document contained did not contain any untrue statement of a material fact or omitted 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 misleading, and (iib) each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited be. The financial statements and any notes thereto or schedules included therein (of the “Company Financial Statements”) included in the Company SEC Documents at the time filed (iand, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any the Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulations) Form 10-Q of the Commission), and (iii) fairly present in all material respects (subject subject, in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. None of the Company's Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the Nasdaq Stock Market, Inc.'s National Market, any stock exchange or any other comparable Governmental Authority.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed with or furnished to the Commission all formsSEC each report, registration statementsschedule, reportsform, schedules and statements statement or other document or filing required by applicable Law to be filed or furnished by it under the Exchange Act or the Securities Act Company since March 1, 2017 (all such documents filed since January 1available on the SEC’s website or made available to Parent, 2011 and on or prior to the date of this Agreement, collectivelytogether with all information incorporated therein by reference, the “Company SEC Documents”). Since March 1, 2017, no Subsidiary of the Company has been required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates or, if amended or restated, as of the date of the last such amendment, each of the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (bcollectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC Document, and none of the Company SEC Documents at the time it was filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward looking statements or the completeness of any information furnished by the Company to the SEC solely for purposes of complying with Regulation FD. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. To the extent that complete and (ii) each correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since March 1, 2017 and relating to the Company SEC Document complied in Documents, together with all material respects with the applicable requirements written responses of the Exchange Act and Company thereto. As of the Securities Actdate of this Agreement, as to the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (knowledge of the “Company Financial Statements”) included in none of the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with is the published rules and regulations subject of any ongoing review by the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedSEC.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed or furnished with the Commission SEC all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents (including exhibits) required to be filed or furnished by it under the Exchange Act or the Securities Act since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”). The Company SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (b) the “Company Financial Statements”), at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) or furnished (i) no Company SEC Document contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, (ii) each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and be, (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (iiii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (iiiv) were 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 unaudited statements, as permitted by applicable Commission regulationsForm 10-Q of the SEC) and (iiiv) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the business of Company and its subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. The pro forma financial information and the related notes thereto included in the Company SEC Documents have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Company SEC Documents.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 and on or prior 2003 (such documents, together with any documents filed during such period by the Company to the date of this Agreement, collectivelySEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, (b) the Company SEC Documents complied in all material respects with, to the extent in effect at the time filed of filing, the requirements of the Securities Act of 1933, as amended (orincluding the rules and regulations promulgated thereunder, in the case “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of registration statements2002 (including the rules and regulations promulgated thereunder, solely on the dates of effectiveness“SOX”) (except applicable to the extent corrected by a subsequently filed such Company SEC Document) (i) no Documents, and none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) any audited circumstances under which they were made, not misleading, which individually or unaudited in the aggregate would require an amendment, supplement or correction to such Company SEC Documents. Each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of such filing, (ii) were had been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2003 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) or furnished with the Commission SEC all reports, schedules, forms, registration statements, reports, schedules and statements other documents (including exhibits and other information incorporated therein) that have been filed or were required to be filed or furnished by it under the Exchange Act or the Securities Act since December 31, 2020 (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”). The Company SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (b) the “Company Financial Statements”), at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) or furnished (except to the extent corrected by a subsequently filed Company SEC DocumentDocument filed prior to the date of this Agreement) (i) no Company SEC Document contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, (ii) each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and be, (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (iiii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (iiiv) were prepared in accordance conformity with GAAP generally accepted accounting principles for financial reporting in the United States applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsForm 10-Q of the SEC) and (iiiv) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) ), in all material respects respects, the consolidated financial position of the business of the Company and its subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. KPMG LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 2004 (such documents, together with any documents filed during such period by the Company to the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing, the requirements of the U.S. Securities Act of 1933, as amended (including the rules and on regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents. Except to the extent that information contained in any Company SEC Document has been revised, amended, supplemented or superseded by a later-filed Company SEC Document that has been filed prior to the date of this Agreement, collectivelyas of their respective filing dates, none of the “Company SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained Documents contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, which individually or in the aggregate would require an amendment, supplement or correction to such Company SEC Document complied in all material respects with the applicable requirements Documents. Each of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of such filing, (ii) were had been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). None of the Subsidiaries of the Company are, or have at any time since January 1, 2004 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has on a timely basis filed with or furnished to the Commission SEC all reports, schedules, forms, registration statements, reports, schedules prospectuses and statements other documents required to be filed by it under the Exchange Act with or the Securities Act (all such documents filed since January 1, 2011 and on or furnished prior to the date of this Agreementhereof to the SEC by the Company since October 1, 2018, together with any exhibits and schedules required to be filed or furnished thereto and other document or information required to be incorporated therein (collectively, the “Company SEC Documents”), . As of their respective effective dates (b) at the time filed (or, in the case of Company SEC Documents that are registration statements, solely on the dates of effectiveness) (except statements filed pursuant to the extent corrected by a subsequently filed requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC DocumentDocuments) (i) no or, if amended prior to the date hereof, as of the filing date of the last such amendment, the Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, and the rules and regulations promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements misleading. As of the Exchange Act and date hereof, there are no outstanding or unresolved written comments received from the Securities Act, as the case may be and (c) SEC with respect to any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in of the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were 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 to the case of unaudited statementsCompany’s Knowledge, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position none of the Company SEC Documents are the subject of ongoing SEC review, and its subsidiaries as there are no formal internal investigations or, to the Company’s Knowledge, any SEC inquiries or investigations or other inquiries or investigations by Governmental Entities that are pending or, to the Company’s Knowledge, threatened, in each case under this sentence, related to any accounting practices of the dates thereof and the consolidated results Company or any of their operations and cash flows for the periods then endedits Subsidiaries.

Company SEC Documents. To (i) The Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses, registration statements and other documents (including exhibits and schedules thereto and other information incorporated therein) with the knowledge of Securities and Exchange Commission (the Selling Parties“SEC”) required to be filed or furnished by the Company under the Exchange Act since February 10, 2010 and Holdings has timely filed or furnished all reports, schedules, forms, statements, prospectuses, registration statements and other documents (aincluding exhibits and schedules thereto and other information incorporated therein) with the SEC required to be filed or furnished by Holdings under the Exchange Act since January 1, 20112008 (such documents, together with any documents filed or furnished during such period by the Company has filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior Holdings to the date of this Agreement, collectivelySEC on a voluntary basis, the “Company SEC Documents”). Each of the Company SEC Documents, (b) at as of the time filed (of its filing or, if applicable, as of the time of its most recent amendment, complied in the case of registration statementsall material respects with, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed in effect at such time, the requirements of the Securities Act and the Exchange Act applicable to such Company SEC Document) (i) no , and none of the Company SEC Document Documents when filed or, if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements misleading. Each of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited consolidated financial statements (including the related notes and any notes thereto or schedules included therein (thereto) of the “Company Financial Statements”) and Holdings included in the Company SEC Documents (ior incorporated therein by reference) complied at the time it was filed or, if amended, as of the date of such most recent amendment, as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of such filing or amendment, (ii) were had been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company or Holdings, as applicable, and its subsidiaries their consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal period-end audit adjustments). There are no outstanding comments from the SEC with respect to any of the Company SEC Documents. None of the Subsidiaries of the Company (other than Holdings) are, or have at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. To Since the knowledge Lookback Date, and through the date of the Selling Parties, (a) since January 1, 2011this Agreement, the Company has timely filed or furnished, as applicable, all Company SEC Documents with the Commission all forms, registration statements, reports, schedules and statements SEC that have been required to be filed or furnished by it under pursuant to applicable Laws prior to the Exchange Act date of this Agreement. To the extent that any Company SEC Documents available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC contains redactions pursuant to a request for confidential treatment or otherwise, the Securities Act (all Company has made available to Parent the full text of such documents filed since January 1Company SEC Documents. As of their respective filing or furnishing dates or, 2011 and on if amended or superseded by a subsequent filing or furnishing prior to the date of this Agreement, collectivelyas of the date of the last such amendment or superseding filing each of the Company SEC Documents complied (and each Company SEC Documents filed after the date of this Agreement will comply) in all material respects with the applicable requirements of the Securities Act, the “Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents”), (b) at each as in effect on the time date that such Company SEC Documents was or will be filed or furnished. As of its filing or furnishing date (or, in if amended or superseded by a filing or furnishing prior to the case date of registration statementsthis Agreement, solely on the dates date of effectiveness) (except to the extent corrected by a subsequently filed such amended or superseded filing or furnishing), each Company SEC Document) Documents did not contain (i) no and with respect to each Company SEC Document contained filed after the date of this Agreement, will not contain) any untrue statement of a material fact or omitted 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 which they were or are made, not misleading and (ii) each misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Document complied Documents. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. The Company is in compliance in all material respects with the (a) all applicable rules and all current listing and corporate governance requirements of NASDAQ and (b) all applicable rules, regulations and requirements of the Exchange Xxxxxxxx-Xxxxx Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedSEC.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act Company since April 1, 2006 (all such documents, together with any documents filed since January 1, 2011 and during such period by the Company with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC DocumentDocuments complied in all material respects with the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) (i) no applicable to such Company SEC Document Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to any audited or unaudited such Company SEC Document. Each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were has been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. To From the knowledge date of this Agreement to the Selling Parties, (a) since January 1, 2011Effective Time, the Company has filed shall timely file with the Commission SEC all forms, registration statements, reports, schedules and statements Company SEC Documents required to be filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1Act. As of its filing date, 2011 and on or prior to if amended after the date of this Agreement, collectivelyas of the date of the last such amendment, the “Company SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no each such Company SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied shall comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of its filing date or, if amended after the date of this Agreement, as of the date of the last such amendment, each such Company SEC Document filed pursuant to the Exchange Act shall not contain any untrue statement of a material fact or omit to state any material fact required to be and (c) stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed after the date of this Agreement pursuant to the Securities Act, as of the date such registration statement or amendment became effective after to the date of this Agreement, shall not contain any audited untrue statement of a material fact or unaudited financial omit to state any material fact required to be stated therein or necessary in order to make the statements and any notes thereto or schedules included therein (made in light of the “Company circumstances under which they were made, not misleading. All of the Financial Statements”) Statements included in the Company SEC Documents filed after the date of this Agreement (i) complied as to form shall comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were shall be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iii) shall fairly present in all material respects the financial position and the results of operations and cash flows (subject, in the case of unaudited interim financial statements, as permitted by applicable Commission regulations) to normal and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof times and the consolidated results of their operations and cash flows for the periods then endedreferred to therein.

Company SEC Documents. To (i) The Company has filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the knowledge of SEC required to be filed or furnished by the Selling Parties, (a) Company since January 1, 20112004 (the "Company SEC Documents"). As of their respective filing dates, the Company has filed SEC Documents complied in all material respects with the Commission all formsrequirements of the Securities Act of 1933, registration statementsas amended (including the rules and regulations promulgated thereunder, reportsthe "Securities Act"), schedules and statements required to be filed by it under the Exchange Act or and the Securities Sarbanes Oxley Act of 2002 (all including the rules and regulations promulgated thereunder, "SOX") applicable to such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at and none of the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained Documents contained, when filed or furnished, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) any audited or unaudited circumstances under which they were made, not misleading. Each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied as to form was prepared in accordance with, in all material respects with respects, the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were was prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Company SEC Documents filed or furnished by the Company and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents"), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2004 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since Since January 1, 2011, the Company has filed the Company SEC Documents set forth on Schedule 5.26. As of their respective dates and except with respect to the SEC Matter, the Company SEC Documents complied in all material respects with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under requirements of the Exchange Securities Act or the Securities Act (all Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at and none of the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. With respect to the SEC Matter, the Company SEC Document Documents, as amended or revised, complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document which was filed and (c) publicly available prior to the date of this Agreement, none of the Company SEC Documents contains any audited untrue statement of a material fact or unaudited omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements and any notes thereto or schedules included therein (of the “Company Financial Statements”) included in the Company SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end adjustments.

Company SEC Documents. To So long as the knowledge Parent has securities registered pursuant to Section 12 of the Selling Parties, (aExchange Act or is subject to the reporting requirements of Section 13 or 15(d) since January 1, 2011of the Exchange Act, the Company has filed Parent shall timely file with the Commission Commission, and provide to the Purchaser concurrently therewith, all forms, registration statements, reports, schedules and statements Company SEC Documents as are specified in the Exchange Act as being required to be filed by it under U.S. corporations that are subject to reporting requirements of the Exchange Act. In addition, the Parent shall use its best efforts to timely file with the Nasdaq, and provide to the Purchaser concurrently therewith, all Company SEC Documents required to be filed therewith. Each Company SEC Document to be filed by the Parent, when filed with the Commission or the Nasdaq, as the case may be, will comply with all applicable requirements of the Securities Act, the Exchange Act or the Securities Act (all such documents filed since January 1Nasdaq rules, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at the time filed (or, in as the case of registration statementsmay be, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) misleading. The financial statements to be included in each Company SEC Document complied in all material respects to be filed by the Parent will comply as to form, as of the date of its filing with the applicable requirements of the Exchange Act and the Securities ActCommission, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by applicable Commission regulationsthe Commission) and (iii) will fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries Parties as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments consistent with past practices and consistently applied). Except as otherwise permitted under the Investor Rights Agreement, the Companies hereby agree to cause the Common Stock of the Parent to be publicly traded and listed or admitted for trading on an Acceptable Exchange within eighteen (18) months after the Initial Closing Date.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed with or furnished to the Commission SEC, on a timely basis, all forms, registration statements, reports, schedules prospectuses and proxy statements with the SEC required to be filed since October 31, 2013 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by it under the Exchange Act or the Securities Act (all reference therein, as such documents filed statements, reports and prospectuses may have been amended since January 1, 2011 and on or prior to the date of this Agreement, collectivelytheir filing, the “Company SEC Documents”), . As of their respective effective dates (b) at the time filed (or, in the case of Company SEC Documents that are registration statementsstatements filed pursuant to the requirements of the Securities Act) and as of their respective filing or furnished dates (in the case of all other Company SEC Documents), solely on or in the dates case of effectivenessamendments thereto, as of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (and the respective rules and regulations promulgated thereunder, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents, and, except to the extent corrected by a subsequently filed Company SEC Document) (i) no that any information in any Company SEC Document has been revised or superseded by a Company SEC Document filed prior to the date hereof, none of the Company SEC Documents as of such respective dates (or, if amended, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company or any Company Subsidiary has failed to make certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Document complied Document, except as disclosed in all material respects certifications filed with the applicable requirements Company SEC Documents. As of the Exchange Act and date hereof, neither the Securities ActCompany or any Company Subsidiary nor any of their executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, as the case may be and (c) any audited completeness, form or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included manner of filing of such certifications in the Company SEC Documents (i) complied as to form Documents. There are no outstanding or unresolved comments in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted comment letters received by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and or any Company Subsidiary from the SEC or its subsidiaries as of staff. There has been no material correspondence between the dates thereof SEC and the consolidated results of their operations Company or any Company Subsidiary since October 31, 2013, that is not available on the SEC’s Electronic Data Gathering, Analysis and cash flows for the periods then endedRetrieval database.

Company SEC Documents. To (i) The Company has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the knowledge of SEC required to be filed or furnished, as applicable, by the Selling Parties, (a) Company since January 1, 20112005 (such documents, together with any documents and information incorporated therein by reference and together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the "Company SEC Documents"). As of their respective filing dates, the Company has filed SEC Documents complied in all material respects with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or requirements of the Securities Act of 1933, as amended (all such documents filed since January 1, 2011 including the rules and on or prior to the date of this Agreement, collectivelyregulations promulgated thereunder, the “"Securities Act"), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, "SOX") applicable to such Company SEC Documents”), (b) at and none of the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to any such Company SEC Document. The Company has made available to Parent copies of all material respects comment letters received by the Company from the SEC since January 1, 2005 (excluding all letters received from the SEC indicating that the SEC would not be reviewing any registration statement filed with the applicable requirements SEC by the Company), and relating to the Company SEC Documents, together with all written responses of the Exchange Act and Company thereto. As of the Securities Actdate of this Agreement, as there are no outstanding or unresolved comments in such comment letters received by the case may be and (c) Company from the SEC. The Company has not received any audited or unaudited written notice from the SEC that any of the Company SEC Documents is the subject of any ongoing review by the SEC. Each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were has been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents"), neither the Company nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). None of the Subsidiaries of the Company is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. Except as disclosed in the Filed Company SEC Documents, neither the Company nor any of its Subsidiaries has any (A) indebtedness for borrowed money, (B) indebtedness evidenced by any bond, debenture, note, mortgage, indenture or other debt instrument or debt security, (C) accounts payable to trade creditors and accrued expenses not arising in the ordinary course of business, (D) amounts owing as deferred purchase price for the purchase of any property outside of the ordinary course of business or (E) guarantees with respect to any indebtedness or obligation of a type described in clauses (A) through (D) above of any other person (collectively, "indebtedness").

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has timely filed or furnished (as required or permitted) with the Commission SEC all forms, registration statements, reports, schedules schedules, statements and statements other documents required to be filed by it since March 31, 2005, under the Exchange Act or the Securities Act of 1933, as amended, (all the “Securities Act”) (such documents filed documents, as supplemented and amended since January 1, 2011 and on or prior to the date time of this Agreementfiling, collectively, the “Company SEC Documents”). The Company SEC Documents, (b) including, without limitation, any financial statements, exhibits or schedules included or incorporated by reference therein, at the time filed (orand, in the case of registration statements and proxy statements, solely on the dates of effectiveness) (except to effectiveness and the extent corrected by a subsequently filed Company SEC Documentdates of mailing, respectively) (i) no Company SEC Document contained did not contain any untrue statement of a material fact or omitted 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 misleading, and (ii) each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited be. The financial statements and any notes thereto or schedules included therein (of the “Company Financial Statements”) included in the Company SEC Documents at the time filed (iand, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively; and, if amended, as of the date of the last such amendment) complied as to form fairly present in all material respects with applicable accounting requirements and with respects, the published rules and regulations consolidated financial position of the Commission with respect Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, (ii) were prepared in accordance conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, thereto) unless otherwise corrected in the case of unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position Company SEC Documents. No Subsidiary of the Company and its subsidiaries as is subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the dates thereof and Exchange Act or required to file any form, report or other document with the consolidated results SEC or any other comparable Governmental Authority. As of their operations and cash flows for the periods then endeddate hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Documents.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission all forms, registration statements, reports, schedules and statements (the “SEC”) required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 and 2003 (such documents, together with any documents filed during such period by the Company to the SEC on or a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). Each of the Company SEC Documents, as amended prior to the date of this Agreement, collectivelycomplied as to form in all material respects with, to the extent in effect at the time of filing, the “requirements of the Securities Act and the Exchange Act applicable to such Company SEC Documents”), (b) at and none of the time Company SEC Documents when filed (or, in the case of registration statements, solely on the dates of effectiveness) (except if amended prior to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements misleading. Each of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (ior incorporated therein by reference) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of such filing, (ii) were had been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as disclosed in Company SEC Documents filed prior to the date of this Agreement (such Company SEC Documents, the “Filed Company SEC Documents”)(excluding, in each case, any disclosures set forth in any risk factor section, in any section relating to forward looking statements and any other disclosures included therein, in each case to the extent that they are cautionary, predictive or forward-looking in nature (such disclosures, collectively, the “Cautionary Disclosures”)), neither the Company nor any of its Subsidiaries has any material liabilities or material obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise) nor, to the Knowledge (as defined in Section 8.03) of the Company, does any basis exist therefor, other than (A) liabilities or obligations incurred since March 25, 2006 in the ordinary course of business consistent with past practice which would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this Agreement and (C) liabilities or obligations incurred pursuant to this Agreement. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Documents. None of the Subsidiaries of the Company are, or have at any time since January 1, 2003 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) or furnished with the Commission all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents (including exhibits and other information incorporated therein) that have been filed or were required to be filed or furnished by it under the Exchange Act or the Securities Act since November 26, 2012 (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”). The Company SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (b) the “Company Financial Statements”), at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) or furnished (except to the extent corrected by a subsequently filed Company SEC DocumentDocument filed prior to the date of this Agreement) (i) no Company SEC Document contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, (ii) each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and be, (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (iiii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iiiv) were prepared in accordance conformity 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 unaudited statements, as permitted by applicable Commission regulationsForm 10-Q of the Commission) and (iiiv) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the business of the Company and its subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. EKS&H LLLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1Since December 31, 20112018, the Company has filed with or furnished to the Commission SEC, on a timely basis, all forms, registration reports, statements, reportscertifications, schedules and statements other documents required to be filed by it with or furnished to the SEC under the Securities Act or the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectivelycollectively with any amendments thereto, the “Company SEC Documents”). As of their respective filing dates (or if amended, (b) at as of the time filed (ordate of such amendment), and in the case of registration statements and proxy statements, solely on as of the dates of effectiveness) (except to effectiveness and the extent corrected by a subsequently filed dates of mailing, respectively, the Company SEC Document) Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, each as in effect on the date so filed (i) no or amended). At the time filed with the SEC (or if amended, as of the date of such amendment), and in the case of registration statements and proxy statements, as of the dates of effectiveness and the dates of mailing, respectively, none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, except to the extent that the information in such Company SEC Document complied in has been amended or superseded by a later Company SEC Document filed prior to the date hereof. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. The Company has made available to Parent all comment letters and all material respects with correspondence between the applicable requirements of the Exchange Act SEC and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in with respect to the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations since December 31, 2018. As of the Commission date of this Agreement, there are no outstanding or unresolved comment letters received from the SEC with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position any of the Company and its subsidiaries as SEC Documents. As of the dates thereof and date hereof, to the consolidated results Knowledge of their operations and cash flows for the periods then endedCompany, none of the Company SEC Documents is the subject of active, ongoing SEC review.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 2015 (such documents, together with any documents filed or furnished during such period by the Company to the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing, the requirements of the Securities Act, the Exchange Act and on the Sarbanes Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (including the rules and regulations promulgated thereunder) applicable to such Company SEC Documents. Except to the extent that information contained in any Company SEC Document has been revised, amended, supplemented or superseded by a later-filed Company SEC Document that has been filed prior to the date of this Agreement, collectivelyas of their respective filing dates, none of the “Company SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained Documents contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, which individually or in the aggregate would require an amendment, supplement or correction to such Company SEC Document complied in all material respects with the applicable requirements Documents. Each of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any (including the related notes thereto or schedules included therein (thereto) of the “Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of such filing, (ii) were had been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). None of the Subsidiaries of the Company are, or have at any time since January 1, 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with U.S. GAAP (to the extent applicable) and other applicable legal and accounting requirements.

Company SEC Documents. To Since the knowledge date of the Selling PartiesCompany’s initial public offering, (ai) since January 1, 2011, the Company has filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”) and (ii) the Company has timely filed with the Commission all Company SEC Documents described in General Instruction I.A.3.(b) of Form S-3. The Company SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”), (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC DocumentDocument filed prior to the date of this Agreement) (i) no Company SEC Document contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, (ii) each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and be, (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (iiii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iiiv) were 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 unaudited statements, as permitted by applicable Commission regulationsForm 10-Q of the Commission) and (iiiv) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the business of the Company and its subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended. Deloitte & Touche LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 and 2002 (such documents, together with any documents filed during such period by the Company with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC DocumentDocuments complied in all material respects with the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) (i) no applicable to such Company SEC Document Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to any audited or unaudited such Company SEC Document. Each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were has been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly presented in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and normal year-end audit adjustments) ). Except as disclosed in all material respects the consolidated financial position of Company SEC Documents filed by the Company and its subsidiaries as publicly available prior to the date of this Agreement (the dates thereof and “Filed Company SEC Documents”), the consolidated results Company does not have any liabilities or obligations of their operations and cash flows for any nature (whether accrued, absolute, contingent or otherwise) which individually or in the periods then endedaggregate have had or would reasonably be expected to have a Material Adverse Effect.

Company SEC Documents. To the knowledge So long as Parent has securities registered pursuant to Section 12 of the Selling PartiesExchange Act or is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, (a) since January 1, 2011, the Company has filed Parent shall timely file with the Commission Commission, and provide to the Purchaser concurrently therewith, all forms, registration statements, reports, schedules and statements Company SEC Documents as are specified in the Exchange Act as being required to be filed by it under U.S. corporations that are subject to reporting requirements of the Exchange Act. In addition, Parent shall timely file with the Nasdaq, and provide to the Purchaser concurrently therewith, all Company SEC Documents required to be filed therewith. Each Company SEC Document to be filed by Parent, when filed with the Commission or the Nasdaq, as the case may be, will comply with all applicable requirements of the Securities Act, the Exchange Act or the Securities Act (all such documents filed since January 1Nasdaq rules, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at the time filed (or, in as the case of registration statementsmay be, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) misleading. The financial statements to be included in each Company SEC Document complied in all material respects to be filed by Parent will comply as to form, as of the date of its filing with the applicable requirements of the Exchange Act and the Securities ActCommission, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by applicable Commission regulationsthe Commission) and (iii) will fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company Parent and its subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments consistent with past practices and consistently applied).

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed shall timely file with the Commission Commission, and provide to the Purchaser within five (5) days after the filing thereof, all forms, registration statements, reports, schedules and statements SEC Documents that are required to be filed by U.S. corporations that are subject to the reporting requirements of the Exchange Act; provided, however, that if at any time the Company is not required to file with the Commission any SEC Documents, it shall prepare an “equivalent” SEC Document which shall contain substantially the same information as would be included in such SEC Document and shall furnish it to the Purchaser within the time period specified under applicable federal securities laws. In addition, the Company shall timely file with the AMEX (or any other national securities exchange or the Nasdaq, as the case may be, on which the shares of Common Stock are then traded), and provide to the Purchaser within five (5) days after the filing thereof, all SEC Documents required to be filed therewith. Each SEC Document to be filed by the Company, when filed with the Commission or the AMEX (or any other national securities exchange or the Nasdaq, as the case may be, on which the shares of Common Stock are then traded) will comply with all applicable requirements of the Securities Act, the Exchange Act or the Securities Act AMEX (all such documents filed since January 1or any other national securities exchange or the Nasdaq, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at the time filed (or, in as the case may be, on which the shares of registration statementsCommon Stock are then traded) rules, solely on as the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained case may be, and will not contain any untrue statement of a material fact or omitted 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 misleading. The financial statements of the Company and (ii) its Subsidiaries to be included in each Company SEC Document complied in all material respects will comply as to form, as of the date of its filing with the applicable requirements of the Exchange Act and the Securities ActCommission, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by applicable Commission regulationsthe Commission) and (iii) will fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments consistent with past practices and consistently applied).

Company SEC Documents. To (i) The Company has filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the knowledge of SEC required to be filed or furnished by the Selling Parties, (a) Company since January 1, 2011, the Company has filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act 2003 (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”). As of their respective filing dates, (b) at the time filed (orCompany SEC Documents were prepared in accordance with, in all material respects, the case requirements of registration statementsthe Securities Act of 1933, solely on as amended (including the dates rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Sarbanes Oxley Act of effectiveness2002 (including the rules and regulations promulgated thereunder, “SOX”) (except applicable to the extent corrected by a subsequently filed such Company SEC Document) (i) no Documents, and none of the Company SEC Document contained Documents contained, when filed or furnished, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied has been revised, amended, supplemented or superseded by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in all material respects with order to make the applicable requirements statements therein, in light of the circumstances under which they were made, not misleading, which individually or in the aggregate would require, pursuant to the Exchange Act and or the Securities Act, as an amendment, supplement or corrective filing to any such Company SEC Document. At the case may be and (c) any audited or unaudited time it was filed, each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied as to form was prepared in accordance with, in all material respects with respects, the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were was prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Company SEC Documents filed or furnished by the Company prior to the date of this Agreement (the “Filed Company SEC Documents”), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2003 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. To From the knowledge date of this Agreement to the Selling Parties, (a) since January 1, 2011Effective Time, the Company has filed will timely file with the Commission SEC all forms, registration statements, reports, schedules and statements Company SEC Documents required to be filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1Act, 2011 and on should any error or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at the time filed (or, omission in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently previously filed Company SEC Document) (i) no Document be identified, the Company SEC Document contained will make any required filings or amendments necessary to ensure that such filings do not contain any untrue statement of a material fact or omitted 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 which they were made, not misleading and (ii) misleading. As of its filing date, or if amended after the date of this Agreement, as of the date of the last such amendment, each such Company SEC Document complied will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations be. As of the Commission with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto its filing date or, in if amended after the case date of unaudited statementsthis Agreement, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and date of the consolidated results last such amendment, each such Company SEC Document filed pursuant to the Exchange Act will not contain any untrue statement of their operations and cash flows for a material fact or omit to state any material fact required to be stated therein or necessary in order to make the periods then endedstatements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed after the date of this Agreement pursuant to the Securities Act, as of the date such registration statement or amendment became effective after to 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 in light of the circumstances under which they were made, not misleading.

Company SEC Documents. To the knowledge The Company has timely filed all Company SEC Documents. As of the Selling Parties, (a) since January 1, 2011their respective filing dates, the Company has filed with SEC Documents complied in all material respects with, to the Commission all formsextent in effect at the time of filing, registration statementsthe requirements of the Securities Act, reports, schedules and statements required to be filed by it under the Exchange Act and the Sarbanes Oxley Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) (including the rules and regulations promulgated thereunder) applicable to such Company SEC Documents. Except to the extent that information contained in any Company SEC Document has been revised, amended, supplemented or the Securities Act (all such documents superseded by a later-filed since January 1, 2011 and on or Company SEC Document that has been filed prior to the date of this Agreement, collectivelyas of their respective filing dates, none of the “Company SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained Documents contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, which individually or in the aggregate would require an amendment, supplement or correction to such Company SEC Document complied in all material respects with the applicable requirements Documents. Each of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of such filing, (ii) were had been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). None of the Subsidiaries of the Company are, or have at any time since January 1, 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling PartiesSince March 31, (a) since January 1, 20111997, the Company has ----------------------- timely filed with the Commission all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by it under with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and after March 31, 1997, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the "Company SEC Documents"). As of their respective dates or as heretofore amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act (all such documents filed since January 1Act, 2011 as the case may be, and on or prior the rules and regulations of the SEC promulgated thereunder applicable to the date of this Agreement, collectively, the “Company SEC Documents”), (b) and none of the Company SEC Documents, at the time they were filed (orwith the SEC, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements misleading. None of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in written information supplied by the Company SEC Documents (i) complied as specifically for inclusion or incorporation by reference in any documents to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted filed jointly by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as the Purchasers with the SEC or any Governmental Entity in connection with the transactions contemplated hereby (including in connection with the Company's solicitation of shareholder approval of an amendment to the Company's Certificate of Incorporation increasing the number of authorized shares of the dates thereof Common Stock) will, on the date of its filing and on the consolidated results date any such materials are mailed to stockholders, contain any untrue statement of their operations and cash flows for a material fact or omit to state any material fact required to be stated therein or necessary in order to make the periods then endedstatements therein, in light of the circumstances under which they are made, not misleading.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed or furnished, as applicable, by it the Company since and including October 31, 2009, under the Securities Act, the Exchange Act or and the Securities Xxxxxxxx-Xxxxx Act of 2002 (all including the rules and regulations promulgated thereunder, “SOX”) (such documents, together with any documents and information incorporated therein by reference and together with any documents filed since January 1, 2011 and during such period by the Company with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). The Company has not received any written notice from the SEC that any of the Company SEC Documents (or any other reports, schedules, forms, statements or other documents filed or furnished by the Company with the SEC) is the subject of any ongoing review by the SEC or outstanding SEC investigation, and as of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents (b) at or any such reports, schedules, forms, statements or documents). The Company has made available to Parent correct and complete copies of all material correspondence between the time filed (orSEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since October 31, 2009 and prior to the date hereof. The Company has not received any written notification from its independent certified public accountants that it has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the case of registration statements, solely on financial statements or in the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light books and records of the circumstances under which they were madeCompany and its Subsidiaries in any material respect any properties, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements assets, liabilities, revenues or expenses. Each of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were has been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed with or furnished to the Commission SEC, on a timely basis, all forms, registration reports, statements, reportscertifications, schedules and statements other documents required to be filed with the SEC or furnished to the SEC by it the Company since December 31, 2010 under the Exchange Securities Act or the Securities Exchange Act (all such forms, reports, statements, certifications, schedules and other documents filed since January 1December 31, 2011 and 2010 together with any documents so filed or furnished during such period on or prior to a voluntary basis, as the date of this Agreementsame may have been amended since their filing, collectively, the “Company SEC Documents”). As of their respective filing dates, (b) at the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC (or, in the case of registration statements, solely on the dates of effectiveness) (except or if amended prior to the extent corrected by a subsequently filed date hereof, as of the date of such amendment), none of the Company SEC Document) (i) no Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements misleading. The financial statements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (iincluding the related notes and schedules thereto) complied as to form of their respective dates in all material respects with the then applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). None of the Company’s Subsidiaries is required to file periodic reports with the SEC.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or Company since March 9, 2000 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (all the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at and none of the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) any audited or unaudited circumstances under which they were made, not misleading. The financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time they were filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) each fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Parent shall receive a certificate signed by the chief executive officer and the chief financial officer of the Company in their capacities as such, on or prior to the Closing Date, with respect to the most recent annual report on Form 10-K and all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials filed with the SEC, in each case subsequent to the filing of the most recent Form 10-K and any amendments thereto filed prior to the date hereof and except for any such reports or proxy materials that have been certified pursuant to 18 U.S.C. ss.1350 (collectively, the "Covered Reports") stating that, to the best of such person's knowledge, (i) no Covered Report contained an untrue statement of material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed) and (ii) no Covered Report omitted to state a material fact necessary to make the statements in such Covered Report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). Except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents"), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since March 9, 2000, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (a) The Company and to its knowledge Outdoor Holdings have filed all Company SEC Documents and Outdoor SEC Documents, as the case may be, since January 1December 31, 20112004 (and in the case of Outdoor Holdings since November 2, 2005). None of the Company’s subsidiaries (other than Outdoor Holdings) is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of Company SEC Documents and Outdoor SEC Documents, as the case may be, that are registration statements filed pursuant to the requirements of the Securities Act), and as of their respective SEC filing dates (in the case of all other Company SEC Documents or the Outdoor SEC Documents, as the case may be), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company has SEC Documents and, to the Company’s knowledge, the Outdoor SEC Documents complied in all material respects, and all documents filed by the Company or Outdoor Holdings between the date of this Agreement and the date of Closing shall comply in all material respects, with the Commission all formsrequirements of the Securities Act, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents Sxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed since January 1or, 2011 and on or prior to if amended, as of the date of this Agreementsuch amendment contained, collectivelyor if filed after the date hereof will contain, the “Company SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading misleading. The Company has made available to the Parents a complete and correct copy of any material amendments or modifications which, to the Company’s knowledge, are required to be filed with the SEC, but have not yet been filed with the SEC, with respect to (i) agreements which previously have been filed by the Company or any of its subsidiaries with the SEC pursuant to the Securities Act or the Exchange Act and (ii) each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as filed prior to form in all material respects with applicable accounting requirements and with the published rules and regulations date hereof. As of the Commission date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of SEC Documents and, to the dates thereof and Company’s knowledge, the consolidated results of their operations and cash flows for the periods then endedOutdoor SEC Documents.

Company SEC Documents. To the knowledge of the Selling Parties, (a) The Company has filed with or furnished to the SEC, as applicable, all reports, schedules, forms, statements, prospectuses and other documents required to be filed with or furnished to the SEC by the Company since January 1, 20112017, and prior to the date hereof (together with any reports, schedules, forms, statements, prospectus and other documents voluntarily filed with or furnished to the SEC by the Company has filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 2017, and on or prior to the date of this Agreementin each case, collectivelyincluding any exhibits and schedules thereto and other information incorporated therein by reference, the “Company SEC Documents”), . As of their respective effective dates (b) at the time filed (or, in the case of Company SEC Documents that are registration statements, solely on the dates of effectiveness) (except statements filed pursuant to the extent corrected requirements of the Securities Act or Exchange Act) and as of their respective SEC filing dates or, if amended or superseded by a subsequently filed subsequent filing, as of the date of such last amendment or superseded filing (in the case of all other Company SEC Document) (i) no Documents), the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the published rules and regulations of the SEC applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (and, if amended, as of the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) each misleading. None of the Subsidiaries of the Company SEC Document complied in all material respects is required to file or furnish any report, schedule, form, statement or prospectus with the applicable requirements of SEC pursuant to the Exchange Act and the or Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

Company SEC Documents. To The Company has made available to IRT a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the knowledge Company and each of its Subsidiaries with the Selling Parties, (a) SEC since January 1, 20112000 (as such documents have been amended to date, the "Company SEC Documents") which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company has filed SEC Documents complied in form in all material respects with the Commission all formsrequirements of the Securities Act, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectivelyAct, the “Sarbanes-Oxley Act and the Trust Indenture Act, as the case may be, anx xxx xxxxx xxd regulations thereunder, and none of the Company SEC Documents”)Documents contained, (b) at the time filed (orthey were filed, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document 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 thereintherein (in the case of Company SEC Documents not constituting Securities Act Registration Statements, in light of the circumstances under which they were made), not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements misleading. The consolidated financial statements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form comply in all material respects with all applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by applicable Commission regulationsForm 10-Q under the Exchange Act) and (iii) fairly present (subject subject, in the case of the unaudited statements or interim statements, to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations operations, stockholders' equity and cash flows for the periods then ended. Except as set forth on Schedule 3.2(d) of the Company Disclosure Memorandum, since December 31, 2001, neither the Company nor any of its Subsidiaries has incurred any liabilities except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, (ii) liabilities incurred in connection with or as a result of the Merger and the transactions contemplated thereby, (iii) liabilities of a type that is the subject of any other representation of the Company, e.g., environmental or litigation matters, etc., and (iv) liabilities and obligations which would not reasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has directly or indirectly guaranteed any obligation or other liability of any third-party (other than any affiliate of the Company as described in the Company SEC Documents).

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 and 2003 (such documents, together with any documents filed during such period by the Company with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “"Company SEC Documents”"). As of their respective filing dates, (b) the Company SEC Documents complied in all material respects with, to the extent in effect at the time filed of filing, the requirements of the Securities Act of 1933, as amended (orincluding the rules and regulations promulgated thereunder, in the case "Securities Act"), the Exchange Act and the Sarbanes-Oxley Act of registration statements2002 (including the rules and regulations xxxxxxxxxxx xxereunder, solely on the dates of effectiveness"SOX") (except applicable to the extent corrected by a subsequently filed such Company SEC Document) (i) no Documents, and none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) any audited circumstances under which they were made, not misleading, which individually or unaudited in the aggregate would require an amendment, supplement or corrective filing to such Company SEC Documents. Each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were had been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2003 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed or furnished, as applicable, by it the Company since and including January 1, 2007, under the Securities Act, the Exchange Act or and the Securities Xxxxxxxx-Xxxxx Act of 2002 (all including the rules and regulations promulgated thereunder, “SOX”) (such documents, together with any documents and information incorporated therein by reference and together with any documents filed since January 1, 2011 and during such period by the Company with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and SOX applicable to such Company SEC Document Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied filed or furnished to the SEC on or after January 1, 2009 has been revised, amended, supplemented or superseded by a later Filed Company SEC Document, neither the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, nor any other Company SEC Document filed with or furnished to the SEC on or after January 1, 2009 contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, which, individually or in the aggregate, would require an amendment, supplement or corrective filing to any such Company SEC Document. The Company has made available to Parent copies of all material respects comment letters received by the Company from the SEC since January 1, 2006 (excluding all letters received from the SEC indicating that the SEC would not be reviewing any registration statement filed with the applicable requirements SEC by the Company) and relating to the Company SEC Documents, together with all written responses of the Exchange Act Company thereto. As of the date of this Agreement, the Company has not received any written notification of, and to the Securities Actknowledge of the Company there are no, as outstanding or unresolved comments in such comment letters received by the case may be and (c) Company from the SEC. The Company has not received any audited or unaudited written notice from the SEC that any of the Company SEC Documents is the subject of any ongoing review by the SEC. Each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were has been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the most recent audited financial statements (including the notes thereto) included in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. Except as disclosed in the most recent audited financial statements (including the notes thereto) included in the Filed Company SEC Documents, neither the Company nor any of its Subsidiaries has any (A) indebtedness for borrowed money, (B) indebtedness evidenced by any bond, debenture, note, mortgage, indenture or other debt instrument or debt security, (C) accounts payable to trade creditors and accrued expenses not arising in the ordinary course of business, (D) amounts owing as deferred purchase price for the purchase of any property or (E) guarantees with respect to any indebtedness or obligation of a type described in clauses (A) through (D) above of any other person (collectively, “indebtedness”), and no indebtedness is subject to, or secured by, any Liens.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since Since January 125, 20112020, the Company has filed with or furnished to the Commission SEC, on a timely basis, all forms, registration reports, statements, reportscertifications, schedules and statements other documents required to be filed with or furnished to the SEC by it the Company under the Securities Act or the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectivelycollectively with any amendments thereto, the “Company SEC Documents”). As of their respective filing dates (or if amended, (b) at as of the time filed (ordate of such amendment), and in the case of registration statements and proxy statements, solely on as of the dates of effectiveness) (except to effectiveness and the extent corrected by a subsequently filed dates of mailing, respectively, the Company SEC Document) Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002, as the case may be, each as in effect on the date so filed (i) no or amended). At the time filed with the SEC (or if amended, as of the date of such amendment), and in the case of registration statements and proxy statements, as of the dates of effectiveness and the dates of mailing, respectively, none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, except to the extent that the information in such Company SEC Document complied in has been amended or superseded by a later Company SEC Document filed prior to the date hereof. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. The Company has made available to Parent all comment letters and all material respects with correspondence between the applicable requirements of the Exchange Act SEC and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in with respect to the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations since January 25, 2020, if any. As of the Commission date of this Agreement, there are no outstanding or unresolved comment letters received from the SEC with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position any of the Company and its subsidiaries as SEC Documents. As of the dates thereof and date hereof, to the consolidated results Knowledge of their operations and cash flows for the periods then endedCompany, none of the Company SEC Documents is the subject of active, ongoing SEC review.

Company SEC Documents. To From the knowledge date of this Agreement to the Selling Parties, (a) since January 1, 2011Effective Time, the Company has filed shall timely file with the Commission SEC all forms, registration statements, reports, schedules and statements Company SEC Documents required to be filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1Act. As of its filing date, 2011 and on or prior to if amended after the date of this Agreementsuch filing, collectivelyas of the date of the last such amendment, the “Company SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no each such Company SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied shall fully comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations be. As of the Commission with respect thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto its filing date or, in if amended after the case date of unaudited statementssuch filing, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and date of the consolidated results last such amendment, each such Company SEC Document filed pursuant to the Exchange Act shall 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; provided, however, that the Company assumes no responsibility with respect to information supplied by or on behalf of Parent, its Affiliates or their operations and cash flows respective Representatives for inclusion or incorporation by reference in the periods then endedProxy Statement. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed after the date of this Agreement pursuant to the Securities Act, as of the date such registration statement or amendment became effective after the date of this Agreement, shall 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 in light of the circumstances under which they were made, not misleading.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 and 2004 (such documents, together with any documents filed during such period by the Company with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, (b) the Company SEC Documents complied in all material respects, to the extent in effect at the time filed of filing, with the requirements of the Securities Act of 1933, as amended (orincluding the rules and regulations promulgated thereunder, in the case “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of registration statements2002 (including the rules and regulations promulgated thereunder, solely on the dates of effectiveness“SOX”) (except applicable to the extent corrected by a subsequently filed such Company SEC Document) (i) no Documents, and none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) circumstances under which they were made, not misleading which individually or in the aggregate would require an amendment, supplement or corrective filing to any audited or unaudited such Company SEC Document. Each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were has been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2002, been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since Since January 1, 20112014, the Company has filed or submitted all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) (“Company SEC Documents”) with the Securities and Exchange Commission (the “Commission”). As of their respective dates, each of the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and the rules and regulations of the Commission promulgated thereunder applicable to such Company SEC Documents. The Company has filed with the Commission all forms, registration statements, reports, schedules and statements “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) that are required to be filed by it as exhibits to the Company SEC Documents and there are no contracts or other documents that are required under the Exchange Act or to be described in the Securities Act (all such documents Company SEC Documents that are not so described. No Company SEC Document filed since after January 1, 2011 and on 2014, when filed, or, in the case of any Company SEC Document amended or superseded prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely then on the dates date of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document such amending or superseding filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the misleading. Any Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and filed with the published rules and regulations Commission prior to the Closing Date, when filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Commission with respect theretocircumstances under which they are made, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endednot misleading.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed with or furnished to the Commission SEC, on a timely basis, all forms, registration reports, statements, reportscertifications, schedules and statements other documents required to be filed with the SEC or furnished to the SEC by it the Company since December 31, 2009 under the Exchange Securities Act or the Securities Exchange Act (all such forms, reports, statements, certifications, schedules and other documents filed since January 1December 31, 2011 and 2009, together with any documents so filed or furnished during such period on a voluntary basis, as the same may have been amended since their filing, collectively, the "Company SEC Documents"). As of their respective filing dates, the Company SEC Documents (as amended, if applicable) complied, in all material respects, with the requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC (or if amended prior to the date hereof, as of this Agreementthe date of such amendment), collectively, none of the “Company SEC Documents”)Documents (as amended, (bif applicable) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements misleading. The financial statements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (iincluding the related notes and schedules thereto) complied complied, as to form of their respective dates, in all material respects with the then applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). None of the Company's Subsidiaries is required to file periodic reports with the SEC.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 2016 (such documents, together with any documents filed during such period by the Company to the SEC on a voluntary basis on Current Reports on Form 8‑K, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing, the requirements of the Securities Act, the Exchange Act and on the Sarbanes Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (including the rules and regulations promulgated thereunder) applicable to such Company SEC Documents. Except to the extent that information contained in any Company SEC Document has been revised, amended, supplemented or superseded by a later‑filed Company SEC Document that has been filed prior to the date of this Agreement, collectivelyas of their respective filing dates, none of the “Company SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained Documents contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, which individually or in the aggregate would require an amendment, supplement or correction to such Company SEC Document complied in all material respects with the applicable requirements Documents. Each of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any (including the related notes thereto or schedules included therein (thereto) of the “Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of such filing, (ii) were had been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year‑end audit adjustments). None of the Subsidiaries of the Company are, or have at any time since January 1, 2015 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with U.S. GAAP and other applicable legal and accounting requirements.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed shall timely file with the Commission Commission, and provide to the Purchaser within five (5) days after the filing thereof, all forms, registration statements, reports, schedules and statements SEC Documents that are required to be filed by U.S. corporations that are subject to the reporting requirements of the Exchange Act; provided, however, that if at any time the Company is not required to file with the Commission any SEC Documents, it shall prepare an "equivalent" SEC Document which shall contain substantially the same information as would be included in such SEC Document and shall furnish it to the Purchaser within the time period specified under applicable federal securities laws. In addition, the Company shall timely file with the AMEX (or any other national securities exchange or the Nasdaq, as the case may be), and provide to the Purchaser within five (5) days after the filing thereof, all SEC Documents required to be filed therewith. Each SEC Document to be filed by the Company, when filed with the Commission or the AMEX (or on any other national securities exchange), as the case may be, will comply with all applicable requirements of the Securities Act, the Exchange Act or the Securities Act AMEX (all such documents filed since January 1or other national securities exchange) rules, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at the time filed (or, in as the case of registration statementsmay be, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained and will not contain any untrue statement of a material fact or omitted 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 misleading. The financial statements of the Company and (ii) its Subsidiaries to be included in each Company SEC Document complied in all material respects will comply as to form, as of the date of its filing with the applicable requirements of the Exchange Act and the Securities ActCommission, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by applicable Commission regulationsthe Commission) and (iii) will fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments consistent with past practices and consistently applied).

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act Company since May 11, 2004 (all such documents, together with any documents filed since January 1, 2011 and during such period by the Company with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC DocumentDocuments complied in all material respects with the requirements of the provisions of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act, and the Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) (i) no applicable to such Company SEC Document Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to any audited or unaudited such Company SEC Document. Each of the financial statements and (including any notes thereto or schedules included therein (related notes) of the “Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were has been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Company SEC Documents filed by the Company on or after January 1, 2005 and publicly available prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time, been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. To (i) The Company has timely filed or furnished all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the knowledge of Securities and Exchange Commission (the Selling Parties, (a“SEC”) required to be filed or furnished by the Company under the Exchange Act since January 1, 20112014 (such documents, the Company has filed together with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such any documents filed or furnished since January 1, 2011 and on or prior 2014 by the Company to the date of this Agreement, collectivelySEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). Each of the Company SEC Documents, (b) at as of the time filed (of its filing or, if applicable, as of the time of its most recent amendment, complied in the case of registration statementsall material respects with, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed in effect at such time, the requirements of the Securities Act and the Exchange Act applicable to such Company SEC Document) (i) no , and none of the Company SEC Document Documents when filed or, if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements misleading. Each of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited consolidated financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (ior incorporated therein by reference) complied as to form were prepared in all material respects in accordance with applicable generally accepted accounting requirements and with principles in the published United States (“GAAP”) (except, in the case of unaudited financial statements, as permitted by the rules and regulations of the Commission with respect thereto, (iiSEC) were 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 or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto). Except as disclosed, reflected or reserved against in the consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2015, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Company and its Subsidiaries as of June 30, 2015, nor, to the Knowledge of the Company, does any basis exist therefor, other than (A) liabilities or obligations incurred since June 30, 2015 in the ordinary course of business consistent with past practice, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred in connection with this Agreement or any of the transactions contemplated hereby or (D) liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC)), in each case, where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s consolidated financial statements or other Company SEC Documents. Except for VMware, none of the Subsidiaries of the Company are, or have at any time since January 1, 2015 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties(i) The Company and its Subsidiaries have timely filed or furnished, as applicable, all reports, schedules, forms, certifications, schedules, statements and other documents (aincluding exhibits and other information incorporated therein) since January 1, 2011, the Company has filed with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed or furnished, as applicable, by it the Company or any of its Subsidiaries since and including December 31, 2007, under the Securities Act of 1933, as amended, the Exchange Act or and the Securities Xxxxxxxx-Xxxxx Act of 2002 (all including the rules and regulations promulgated thereunder, “SOX”) (such documents, together with any documents and information incorporated therein by reference and together with any documents filed since January 1, 2011 and during such period by the Company or any of its Subsidiaries with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”)) and have paid all material fees and assessments due and payable in connection therewith. The Company SEC Documents, (b) at when they became effective or were filed with the time filed (orSEC, in as the case may be, complied as to form in all material respects with the Securities Act or the Exchange Act, as applicable, and the rules and regulations of registration statementsthe SEC thereunder, solely on the dates and none of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document such documents as of its date or as amended contained any or will contain an 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 thereinsuch statements, in light of the circumstances under in which they were made, not misleading and (iimisleading. Except as set forth on Section 3.1(e) each of the Company Disclosure Schedule, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Document complied Documents is the subject of any ongoing review by the SEC or outstanding SEC investigation, and as of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. The Company has made available in the Data Room to Parent correct and complete copies of all material respects with correspondence between the applicable requirements SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2007. Each of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements (including the related notes and any notes thereto or schedules included therein (thereto) of the “Company Financial Statements”) and its consolidated Subsidiaries included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were has been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Company SEC Documents. To the knowledge Except as set forth in Section 3.01(g) of the Selling Parties, (a) since January 1, 2011Company Disclosure Schedule, the Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Company since October 1, 2002 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (all the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at and none of the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The Company SEC Documents identify all transactions required to be disclosed pursuant to Item 404 of Regulation S-K ("Related Party Transactions" and (ii) each any person described in Item 404 of Regulation S-K, a "Related Party"). As of the date hereof, management has not determined that it will have, as of September 30, 2005, a material weakness in its internal controls. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) any audited or unaudited circumstances under which they were made, not misleading. The consolidated financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normalpresent, recurring and year-end audit adjustments) in all material respects respects, the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedshown (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). None of the Subsidiaries of the Company are, or have at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed all reports, ---------------------- schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 and 1999 (such documents, together with any documents filed during such period by the Company with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “"Company SEC Documents”"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), (b) at or the time filed (orExchange Act, in as the case may be, and the rules and regulations of registration statements, solely on the dates of effectiveness) (except SEC promulgated thereunder applicable to the extent corrected by a subsequently filed such Company SEC Document) (i) no Documents, and none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) any audited or unaudited circumstances under which they were made, not misleading. The financial statements and any notes thereto or schedules included therein (of the “Company Financial Statements”) included in the Company SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent financial statements included in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents") or for liabilities incurred in connection with this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1Since December 31, 20112005, the Company has filed all documents with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”). As of their respective dates, (b) at the time filed (orCompany SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, in as the case may be, and as of registration statements, solely on the their respective dates of effectiveness) (and except as amended or supplemented prior to the extent corrected by a subsequently filed date hereof, none of the Company SEC Document) (i) no Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, except that no representation is made by the Company with respect to information supplied by Parent, Sub or their respective Subsidiaries for inclusion in the Company SEC Document complied in all material respects with the applicable requirements Documents. Each of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (of the “Company Financial Statements”) Company, including the related notes, included in the Company SEC Documents (i) complied collectively, the “Company Financial Statements”), comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP U.S. generally accepted accounting principles (“U.S. GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto orthereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries as at the dates thereof and the results of their operations, cash flows and changes in financial position for the periods then ended (subject, in the case of unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and normal year-end audit adjustmentsadjustments that in the aggregate would not be material and, with respect to Company SEC Documents filed prior to the date hereof, to any other adjustments set forth therein). Other than as set forth in Section 4.5(a) in all material respects of the consolidated financial position Disclosure Schedule, to the best knowledge of the Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of any ongoing review or investigation and its subsidiaries as there are no unresolved SEC comments with respect to any of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedsuch documents.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or Company since May 11, 2004 (such documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the "Company SEC Documents"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the provisions of the Securities Act of 1933, as amended (all such documents filed since January 1, 2011 including the rules and on or prior to the date of this Agreement, collectivelyregulations promulgated thereunder, the “"Securities Act"), the Exchange Act, and the Sarbanes-Oxley Act of 2002 (including the rules and regulations pxxxxxxxxxx xxxreunder, "SOX") applicable to such Company SEC Documents”), (b) at and none of the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to any audited or unaudited such Company SEC Document. Each of the financial statements and (including any notes thereto or schedules included therein (related notes) of the “Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were has been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Company SEC Documents filed by the Company on or after January 1, 2005 and publicly available prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time, been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. To The Company has made available to IRT a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the knowledge Company and each of its Subsidiaries with the Selling Parties, (a) SEC since January 1, 20112000 (as such documents have been amended to date, the "Company SEC Documents") which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company has filed SEC Documents complied in form in all material respects with the Commission all formsrequirements of the Securities Act, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectivelyAct, the “Sarbanes-Oxley Act and the Trust Indenture Act, as the case may be, xxx xxx xxxxx and regulations thereunder, and none of the Company SEC Documents”)Documents contained, (b) at the time filed (orthey were filed, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document 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 thereintherein (in the case of Company SEC Documents not constituting Securities Act Registration Statements, in light of the circumstances under which they were made), not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements misleading. The consolidated financial statements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form comply in all material respects with all applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto or, in the case of unaudited or interim statements, as permitted by applicable Commission regulationsForm 10-Q under the Exchange Act) and (iii) fairly present (subject subject, in the case of the unaudited statements or interim statements, to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations operations, stockholders' equity and cash flows for the periods then ended. Except as set forth on Schedule 3.2(d) of the Company Disclosure Memorandum, since December 31, 2001, neither the Company nor any of its Subsidiaries has incurred any liabilities except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice, (ii) liabilities incurred in connection with or as a result of the Merger and the transactions contemplated thereby, (iii) liabilities of a type that is the subject of any other representation of the Company, e.g., environmental or litigation matters, etc., and (iv) liabilities and obligations which would not reasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has directly or indirectly guaranteed any obligation or other liability of any third-party (other than any affiliate of the Company as described in the Company SEC Documents).

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 and 2003 (such documents, together with any documents filed during such period by the Company with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “"Company SEC Documents”"). As of their respective filing dates, (b) the Company SEC Documents complied in all material respects with, to the extent in effect at the time filed of filing, the requirements of the Securities Act of 1933, as amended (orincluding the rules and regulations promulgated thereunder, in the case "Securities Act"), the Exchange Act and the Sarbanes-Oxley Act of registration statements2002 (including the rules and regulations promuxxxxxx xxxxxxxder, solely on the dates of effectiveness"SOX") (except applicable to the extent corrected by a subsequently filed such Company SEC Document) (i) no Documents, and none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) any audited circumstances under which they were made, not misleading, which individually or unaudited in the aggregate would require an amendment, supplement or corrective filing to such Company SEC Documents. Each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were had been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2003 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or Company since March 9, 2000 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (all the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at and none of the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) any audited or unaudited circumstances under which they were made, not misleading. The financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time they were filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) each fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Parent shall receive a certificate signed by the chief executive officer and the chief financial officer of the Company in their capacities as such, on or prior to the Closing Date, with respect to the most recent annual report on Form 10-K and all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials filed with the SEC, in each case subsequent to the filing of the most recent Form 10-K and any amendments thereto filed prior to the date hereof and except for any such reports or proxy materials that have been certified pursuant to 18 U.S.C. Section 1350 (collectively, the "Covered Reports") stating that, to the best of such person's knowledge, (i) no Covered Report contained an untrue statement of material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed) and (ii) no Covered Report omitted to state a material fact necessary to make the statements in such Covered Report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). Except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents"), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since March 9, 2000, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act Company since December 10, 2004 (all such documents, together with any documents filed since January 1, 2011 and during such period by the Company with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC DocumentDocuments complied in all material respects with the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) (i) no applicable to such Company SEC Document Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to any audited or unaudited such Company SEC Document. Each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were has been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Company SEC Documents. To The Company has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the knowledge of the Selling Parties, (a) SEC since January 1, 20112000 (collectively, the "Company SEC Documents"). As of their respective dates, the Company has filed SEC Documents complied in all material respects with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or requirements of the Securities Act of 1933, as amended (all the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) and none of the Company SEC Documents at the time it was filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with filed and publicly available prior to the applicable requirements date of this Agreement (the "Filed Company SEC Documents") has been revised or superseded by a later-filed Filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) any audited or unaudited circumstances under which they were made, not misleading. The financial statements and any notes thereto or schedules included therein (including the “Company Financial Statements”related notes) included in the Company SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly present in all material respects the financial position of the Company as of the dates thereof and its results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, normal recurring and year-end audit adjustments). Except as set forth in the most recent financial statements included in the Filed Company SEC Documents, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in all material respects the consolidated financial position aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations had cash and cash flows for equivalents and short-term investments, each as defined in the periods then endedfinancial statements included in the Filed Company SEC Documents, in the aggregate amount of at least $4.7 million.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 and on 1999 (the "Company SEC Documents"). No Company Subsidiary is required to file any form, report, registration statement, prospectus or other document with the SEC. As of their respective dates (and, if amended or superseded by a filing prior to the date of this AgreementAgreement or the Closing Date, collectivelythen on the date of such filing), the “Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") or the Exchange Act, as the case may be, applicable to such Company SEC Documents”), (b) at and none of the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. The Company SEC Document complied Documents filed since December 31, 2000, together with any public announcements in all material respects with a news release issued by the applicable requirements Dow Xxxxx news service, PR Newswire or any equivalent service (collectively, a "Dow Xxxxx News Release") made by the Company after the date hereof taken as a whole, as of the Exchange Act and Effective Time will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Securities Actstatements therein, in light of the circumstances existing as of the case may be and (c) any audited or unaudited Effective Time, not misleading. The financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) Documents, as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.generally accepted accounting principles

Company SEC Documents. To the knowledge of the Selling Parties, (a) The Company has filed and furnished all required reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements with the SEC since January 1, 20112009 (collectively and together with all documents filed on a voluntary basis on Form 8-K, the Company has filed and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, and together with the Commission all forms, registration statements, reports, schedules and statements required documents referred to be filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectivelyin Section 4.8(b), the “Company SEC Documents”). None of the Subsidiaries of the Company is required to file or furnish any report, (b) at schedule, form, certification, prospectus, or registration, proxy or other statement with the time filed (orSEC. As of their respective effective dates, in the case of Company SEC Documents that are registration statementsstatements filed pursuant to the requirements of the Securities Act, solely and as of their respective SEC filing dates, in the case of all other Company SEC Documents (or, if amended or superseded by a filing prior to the date hereof, on the dates date of effectiveness) such filing), the Company SEC Documents complied as to form, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Merger will comply as to form, in all material respects with the requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (except the “Xxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Company SEC Documents and to the extent corrected by a subsequently filed in effect at the time of filing, and none of the Company SEC Document) (i) Documents as of such respective dates, nor any other communication disseminated by the Company to its securityholders since January 1, 2009 as of their respective dissemination dates, contained, and no such Company SEC Document contained filed subsequent to the date hereof and prior to the consummation of the Merger will contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedmisleading.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1Since December 31, 20112016, the Company and each of the Investment Adviser Subsidiaries has filed with or furnished to the Commission SEC, on a timely basis, all forms, registration reports, statements, reportscertifications, schedules and statements other documents required to be filed by it with or furnished to the SEC under the Investment Advisers Act, the Securities Act or the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectivelycollectively with any amendments thereto, the “Company SEC Documents”). As of their respective filing dates (or if amended, (b) at as of the time filed (ordate of such amendment), and in the case of registration statements and proxy statements, solely on as of the dates of effectiveness) (except to effectiveness and the extent corrected by a subsequently filed dates of mailing, respectively, the Company SEC Document) Documents complied as to form in all material respects with the applicable requirements of the Investment Advisers Act, the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, each as in effect on the date so filed (i) no or amended). At the time filed with the SEC (or if amended, as of the date of such amendment), and in the case of registration statements and proxy statements, as of the dates of effectiveness and the dates of mailing, respectively, none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, except to the extent that the information in such Company SEC Document complied in has been amended or superseded by a later Company SEC Document filed prior to the date hereof. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. The Company has made available to Parent all comment letters and all material respects with correspondence between the applicable requirements of the Exchange Act SEC and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in with respect to the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations since December 31, 2016. As of the Commission date of this Agreement, there are no outstanding or unresolved comment letters received from the SEC with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position any of the Company and its subsidiaries as SEC Documents. As of the dates thereof and date hereof, to the consolidated results Knowledge of their operations and cash flows for the periods then endedCompany, none of the Company SEC Documents is the subject of active, ongoing SEC review.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed shall timely file with the Commission Commission, and provide to the Purchaser within five (5) days after the filing thereof, all forms, registration statements, reports, schedules and statements SEC Documents that are required to be filed by U.S. corporations that are subject to the reporting requirements of the Exchange Act; provided, however, that if at any time the Company is not required to file with the Commission any SEC Documents, it shall prepare an "equivalent" SEC Document which shall contain substantially the same information as would be included in such SEC Document and shall furnish it to the Purchaser within the time period specified under applicable federal securities laws. In addition, the Company shall timely file with the AMEX (or any other national securities exchange or the Nasdaq, as the case may be, on which the shares of Common Stock are then traded), and provide to the Purchaser within five (5) days after the filing thereof, all SEC Documents required to be filed therewith. Each SEC Document to be filed by the Company, when filed with the Commission or the AMEX (or any other national securities exchange or the Nasdaq, as the case may be, on which the shares of Common Stock are then traded) will comply with all applicable requirements of the Securities Act, the Exchange Act or the Securities Act AMEX (all such documents filed since January 1or any other national securities exchange or the Nasdaq, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), (b) at the time filed (or, in as the case may be, on which the shares of registration statementsCommon Stock are then traded) rules, solely on as the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained case may be, and will not contain any untrue statement of a material fact or omitted 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 misleading. The financial statements of the Company and (ii) its Subsidiaries to be included in each Company SEC Document complied in all material respects will comply as to form, as of the date of its filing with the applicable requirements of the Exchange Act and the Securities ActCommission, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by applicable Commission regulationsthe Commission) and (iii) will fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments consistent with past practices and consistently applied).

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1Since December 31, 20112015, the Company has filed with or furnished to the Commission SEC, on a timely basis, all forms, registration reports, statements, reportscertifications, schedules and statements other documents required to be filed by it with or furnished to the SEC under the Securities Act or the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectivelycollectively with any amendments thereto, the “Company SEC Documents”). As of their respective filing dates (or if amended, (b) at as of the time filed (ordate of such amendment), and in the case of registration statements and proxy statements, solely on as of the dates of effectiveness) (except to effectiveness and the extent corrected by a subsequently filed dates of mailing, respectively, the Company SEC Document) Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, each as in effect on the respective dates referred to. At the time filed with the SEC (i) no or if amended, as of the date of such amendment), and in the case of registration statements and proxy statements, as of the dates of effectiveness and the dates of mailing, respectively, none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. The Company has made available to Parent all comment Table of Contents letters and (ii) each all material correspondence between the SEC and the Company since December 31, 2015. As of the date of this Agreement, there are no outstanding or unresolved comment letters received from the SEC with respect to any of the Company SEC Document complied in all material respects with the applicable requirements Documents. As of the Exchange Act and date hereof, to the Securities ActKnowledge of the Company, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in none of the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with is the published rules and regulations subject of the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedongoing SEC review.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1Since December 31, 20112017, the Company has filed with or furnished to the Commission SEC, on a timely basis, all forms, registration reports, statements, reportscertifications, schedules and statements other documents required to be filed by it with or furnished to the SEC under the Securities Act or the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectivelycollectively with any amendments thereto, the “Company SEC Documents”). As of their respective filing dates (or if amended, (b) at as of the time filed (ordate of such amendment), and in the case of registration statements and proxy statements, solely on as of the dates of effectiveness) (except to effectiveness and the extent corrected by a subsequently filed dates of mailing, respectively, the Company SEC Document) Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, each as in effect on the date so filed (i) no or amended). At the time filed with the SEC (or if amended, as of the date of such amendment), and in the case of registration statements and proxy statements, as of the dates of effectiveness and the dates of mailing, respectively, none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, except to the extent that the information in such Company SEC Document complied in has been amended or superseded by a later Company SEC Document filed prior to the date hereof. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. The Company has made available to Parent all comment letters and all material respects with correspondence between the applicable requirements of the Exchange Act SEC and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in with respect to the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations since December 31, 2017. As of the Commission date of this Agreement, there are no outstanding or unresolved comment letters received from the SEC with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position any of the Company and its subsidiaries as SEC Documents. As of the dates thereof and date hereof, to the consolidated results Knowledge of their operations and cash flows for the periods then endedCompany, none of the Company SEC Documents is the subject of active, ongoing SEC review.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed with or furnished to the Commission SEC, on a timely basis, all forms, registration statements, reports, schedules prospectuses and proxy statements with the SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 2013 (collectively, and on or prior to in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements, reports and prospectuses may have been amended since the date of this Agreement, collectivelytheir filing, the “Company SEC Documents”), . As of their respective effective dates (b) at the time filed (or, in the case of Company SEC Documents that are registration statementsstatements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Documents), solely on or in the dates case of effectivenessamendments thereto, as of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (and the respective rules and regulations promulgated thereunder, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents, and, except to the extent corrected by a subsequently filed Company SEC Document) (i) no that any information in any Company SEC Document has been revised or superseded by a Company SEC Document filed prior to the date hereof, none of the Company SEC Documents as of such respective dates (or, if amended, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company or any Company Subsidiary has failed to make certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Document complied Document, except as disclosed in all material respects certifications filed with the applicable requirements Company SEC Documents. As of the Exchange Act and date hereof, neither the Securities ActCompany or any Company Subsidiary nor any of their executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, as the case may be and (c) any audited completeness, form or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) manner of filing of such certifications included in the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations Documents. As of the Commission with respect theretodate of this Agreement, (ii) were prepared there are no outstanding or unresolved comments 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 unaudited statements, as permitted comment letters received by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and or any Company Subsidiary from the SEC or its subsidiaries as of staff. There has been no material correspondence between the dates thereof SEC and the consolidated results of their operations Company or any Company Subsidiary since January 1, 2013 through the date hereof that is not available on the SEC’s Electronic Data Gathering and cash flows for the periods then endedRetrieval database.

Company SEC Documents. To the knowledge of the Selling PartiesSince March 31, (a) since January 1, 20111997, the Company has timely filed with the Commission all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by it under with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and after March 31, 1997, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the "Company SEC Documents"). As of their respective dates or as heretofore amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act (all such documents filed since January 1Act, 2011 as the case may be, and on or prior the rules and regulations of the SEC promulgated thereunder applicable to the date of this Agreement, collectively, the “Company SEC Documents”), (b) and none of the Company SEC Documents, at the time they were filed (orwith the SEC, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements misleading. None of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in written information supplied by the Company SEC Documents (i) complied as specifically for inclusion or incorporation by reference in any documents to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted filed jointly by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as the Purchasers with the SEC or any Governmental Entity in connection with the transactions contemplated hereby (including in connection with the Company's solicitation of shareholder approval of an amendment to the Company's Certificate of Incorporation increasing the number of authorized shares of the dates thereof Common Stock) will, on the date of its filing and on the consolidated results date any such materials are mailed to stockholders, contain any untrue statement of their operations and cash flows for a material fact or omit to state any material fact required to be stated therein or necessary in order to make the periods then endedstatements therein, in light of the circumstances under which they are made, not misleading.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed or furnished, as applicable, with the Commission SEC, on a timely basis, all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed or furnished, as applicable, by it under the Company with the SEC pursuant to the Securities Act or the Exchange Act since March 19, 2019 (together with any exhibits and schedules thereto and other information incorporated therein, and as they have been amended, supplemented or otherwise modified since the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date time of this Agreementfiling, collectively, the “Company SEC Documents”)) and, as of the applicable Closing, will have filed or furnished all other reports, schedules, forms, statements and other documents required to be filed or furnished by it subsequent to the date of this Agreement through applicable Closing with the SEC pursuant to the Securities Act or the Exchange Act (b) at together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time filed of filing, collectively, the “Additional Company SEC Documents”). As of their respective effective dates (or, in the case of Company SEC Documents that are registration statements, solely on the dates of effectiveness) (except statements filed pursuant to the extent corrected by a subsequently filed requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Document) (i) no Documents), the Company SEC Documents complied, and the Additional Company SEC Document contained will comply, in all material respects with the requirements of the Securities Act and the Exchange Act applicable to such Company SEC Documents or Additional Company SEC Documents, as applicable, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained, and none of the Additional Company SEC Documents will contain, any untrue statement of a material fact or omitted omitted, or will have omitted, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. As of the date hereof, (i) the Company is eligible to file a Registration Statement on Form S-3, (ii) each none of the Company’s Subsidiaries is required to file any documents with the SEC, (iii) there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Document complied in all material respects with Documents, (iv) to the applicable requirements Company’s Knowledge, none of the Exchange Act and Company SEC Documents is the Securities Actsubject of ongoing SEC review, as the case may be outstanding SEC comment or outstanding SEC investigation, and (cv) there is no transaction, arrangement or other relationship between the Company and/or any audited of its Subsidiaries and an unconsolidated or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included other off-balance sheet entity that is required by applicable Law to be disclosed in the Company SEC Documents and is not so disclosed. Each of the certifications and statements required by: (iA) complied Rule 13a-14 or Rule 15d-14 under the Exchange Act, (B) 18 U.S.C. § 1350 (Section 906 of the Sarbanes–Oxley Act) or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents is, and with respect to the Additional Company SEC Documents will be, accurate and complete in all respects, and complies or will comply, as applicable, as to form in and content with all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedLaws.

Company SEC Documents. To The Company or its Subsidiaries have made available, through access to the knowledge public website or other public facilities of the Selling PartiesSEC, (a) since January 1, 2011, the Company has filed with the Commission all forms, registration statements, reports, schedules or information statements prepared by it or the Reporting Subsidiaries and filed with the SEC since: (x) January 28, 2005, in the case of registration statements, reports, or information statements required to be prepared and filed by it under the Exchange Act Company and Reporting Subsidiaries other than Intelsat Corporation and its Subsidiaries; and (y) July 3, 2006 in the case of registration statements, reports, or the Securities Act information statements prepared and filed by Intelsat Corporation and its Subsidiaries (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”), . The Company SEC Documents (bi) at the time filed were prepared (or, in the case of registration statementsCompany SEC Documents after the date of this Agreement, solely will be prepared) in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”), or the Exchange Act, as the case may be, applicable to the Company SEC Documents, each as in effect on the dates date so filed, and (ii) did not at the time they were filed contain (or, in the case of effectiveness) (except to the extent corrected by a subsequently filed Company SEC DocumentDocuments after the date of this Agreement, will not contain) (i) no Company SEC Document contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, except to the extent corrected by a subsequently filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be and (c) including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the other documentation incorporated by reference therein); provided, that this exception shall apply with respect to Company SEC Documents (i) complied as filed prior to form in all material respects with applicable accounting requirements the date hereof only if the correction is also filed and with publicly available prior to the published rules and regulations of the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endeddate hereof.

Company SEC Documents. To The Company has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the knowledge of the Selling Parties, (a) SEC since January 1, 2011, the Company has filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act 2000 (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectively, the “Company SEC Documents”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (b) the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents at the time it was filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with filed and publicly available prior to the applicable requirements date of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein this Agreement (the “Filed Company Financial StatementsSEC Documents”) has been revised or superseded by a later-filed Filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) included in the Company SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly present in all material respects the financial position of the Company as of the dates thereof and its results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, normal recurring and year-end audit adjustments). Except as set forth in the most recent financial statements included in the Filed Company SEC Documents, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in all material respects the consolidated financial position aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations had cash and cash flows for equivalents and short-term investments, each as defined in the periods then endedfinancial statements included in the Filed Company SEC Documents, in the aggregate amount of at least $4.7 million.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has timely filed with or furnished to the Commission all formsSEC each report, registration statementsschedule, reportsform, schedules and statements statement or other document or filing required by applicable Law to be filed or furnished by it under the Exchange Act or Company since the Securities Act Lookback Date (all such documents filed since January 1available on the SEC’s website or made available to Parent, 2011 and on or prior to the date of this Agreement, collectivelytogether with all information incorporated therein by reference, the “Company SEC Documents”). Since the Lookback Date, no Subsidiary of the Company has been required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates or, if amended or restated, as of the date of the last such amendment or restatement, each of the Company SEC Documents, in definitive form (bto the extent that concept is applicable), complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC Document, and none of the Company SEC Documents at the time it was filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. To the extent that complete and (ii) each correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since the Lookback Date and relating to the Company SEC Document complied in Documents, together with all material respects with the applicable requirements written responses of the Exchange Act and Company thereto. As of the Securities Actdate of this Agreement, as there are no outstanding or unresolved comments in such comment letters received by the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (Company from the “SEC. As of the date of this Agreement, to the knowledge of the Company Financial Statements”) included in none of the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with is the published rules and regulations subject of any ongoing review by the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedSEC.

Company SEC Documents. To Since December 31, 2021 and through the knowledge date of the Selling Parties, (a) since January 1, 2011this Agreement, the Company has filed with the Commission or furnished, as applicable, on a timely basis, all forms, registration statements, reports, schedules reports and statements documents with the SEC that have been required to be filed or furnished by it under pursuant to applicable Laws prior to the Exchange Act date of this Agreement. Each Company SEC Document complied, as of its filing date (or, if amended or the Securities Act (all such documents filed since January 1, 2011 and on or superseded by a filing prior to the date of this Agreement, collectivelyon the date of such amended or superseding filing), in all material respects as to form with the applicable requirements of the Securities Act, the “Exchange Act, or the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder applicable to Company SEC Documents”), (b) at as the time filed case may be, each as in effect on the date that such Company SEC Document was filed. As of their respective filing dates (or, in if amended or superseded by a filing prior to the case date of registration statementsthis Agreement, solely on the dates date of effectiveness) (except such amended or superseding filing), the Company SEC Documents did not, and any Company SEC Documents filed with or furnished to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omitted 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) each misleading. As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Document complied in all material respects with the applicable requirements Documents. As of the Exchange Act and date hereof, to the Securities ActKnowledge of the Company, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in none of the Company SEC Documents (i) complied as is the subject of ongoing SEC review or ongoing SEC investigation. None of the Subsidiaries is required to form in all material respects with applicable accounting requirements and file periodic reports with the published rules and regulations of SEC pursuant to the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedExchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (ai) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 and 2003 (such documents, together with any documents filed during such period by the Company with the SEC on or prior to the date of this Agreement, collectivelya voluntary basis on Current Reports on Form 8-K, the “"Company SEC Documents”"). As of their respective filing dates, (b) the Company SEC Documents complied in all material respects with, to the extent in effect at the time filed of filing, the requirements of the Securities Act of 1933, as amended (orincluding the rules and regulations promulgated thereunder, in the case "Securities Act"), the Exchange Act and the Xxxxxxxx-Xxxxx Act of registration statements2002 (including the rules and regulations promulgated thereunder, solely on the dates of effectiveness"SOX") (except applicable to the extent corrected by a subsequently filed such Company SEC Document) (i) no Documents, and none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. Except to the extent that information contained in any Company SEC Document complied in all material respects with the applicable requirements has been revised, amended, supplemented or superseded by a later-filed Company SEC Document, none of the Exchange Act and Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Securities Actstatements therein, as in light of the case may be and (c) any audited circumstances under which they were made, not misleading, which individually or unaudited in the aggregate would require an amendment, supplement or corrective filing to such Company SEC Documents. Each of the financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were had been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect. None of the Subsidiaries of the Company are, or have at any time since January 1, 2003 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 2016 (such documents, together with any documents filed during such period by the Company to the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing, the requirements of the Securities Act, the Exchange Act and on the Sarbanes Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (including the rules and regulations promulgated thereunder) applicable to such Company SEC Documents. Except to the extent that information contained in any Company SEC Document has been revised, amended, supplemented or superseded by a later-filed Company SEC Document that has been filed prior to the date of this Agreement, collectivelyas of their respective filing dates, none of the “Company SEC Documents”), (b) at the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document contained Documents contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, which individually or in the aggregate would require an amendment, supplement or correction to such Company SEC Document complied in all material respects with the applicable requirements Documents. Each of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any (including the related notes thereto or schedules included therein (thereto) of the “Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of such filing, (ii) were had been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). None of the Subsidiaries of the Company are, or have at any time since January 1, 2015 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with U.S. GAAP and other applicable legal and accounting requirements.

Company SEC Documents. To (i) The Company has filed with or furnished to the knowledge of SEC, on a timely basis, all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Selling Parties, (a) Company since January 1, 20112005 (such documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company has SEC Documents”). As of their respective filing dates, or, if revised, amended, supplemented or superseded by a later-filed with the Commission all forms, registration statements, reports, schedules and statements required to be Company SEC Document filed by it under the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectivelyas of the date of filing of the last such revision, amendment, supplement or superseding filing, the Company SEC Documents complied in all material respects with, to the extent in effect at the time of filing, the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such Company SEC Documents”), (b) at and none of the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Company SEC Document) (i) no Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading. None of the Company SEC Document complied Documents (as revised, amended, supplemented or superseded by a later-filed Company SEC Document) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in all material respects with order to make the applicable requirements statements therein, in light of the Exchange Act and circumstances under which they were made, not misleading, which individually or in the Securities Actaggregate would reasonably be expected to require an amendment, as supplement or corrective filing to such Company SEC Documents. Each of the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (including the “related notes) of the Company Financial Statements”) included in the Company SEC Documents (i) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect theretothereto in effect at the time of filing, (ii) were had been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except as otherwise noted therein and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations reflected or reserved against on the balance sheet of the Company and its Subsidiaries as of March 31, 2008 included in the Filed Company SEC Documents (including the notes thereto, the “Most Recent Balance Sheet”), (ii) liabilities or obligations incurred after March 31, 2008 in the ordinary course of business, (iii) liabilities or obligations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (iv) liabilities set forth in Section 4.01(e) of the Company Disclosure Schedule that were in existence as of the date of the Most Recent Balance Sheet and not required by GAAP to be reflected on or reserved for in the Most Recent Balance Sheet. None of the Subsidiaries of the Company are, or have at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1, 2011, the The Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Commission all forms, registration statements, reports, schedules and statements SEC required to be filed by it under the Exchange Act or the Securities Act (all such documents filed Company since January 1, 2011 and on or prior to 1999 (together with all voluntary filings made by the date of this Agreement, collectivelyCompany with the SEC during such time period, the “"Company SEC Documents”"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), (b) at or the time filed (orExchange Act, in as the case may be, and the rules and regulations of registration statementsthe SEC promulgated thereunder applicable to such Company SEC Documents, solely on the dates of effectiveness) (and except to the extent corrected that information contained in any Company SEC Document has been revised, superseded or updated by a subsequently later-filed Company SEC Document) (i) no , none of the Company SEC Document contained Documents contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each Company SEC Document complied in all material respects with the applicable requirements misleading. The financial statements of the Exchange Act and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in the Company SEC Documents (i) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by applicable Commission regulationsthereto) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements set forth in the Company's Form 10-K for the year ended December 31, 2000, or in the most recent financial statements included in the Filed Company SEC Documents and except for liabilities or obligations incurred in connection with this Agreement or any of the other Transaction Agreements, neither the Company nor any of its subsidiaries has any liabilities or obligations (other than to Parent or any of its Affiliates) of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, have had or are reasonably expected to have a Material Adverse Effect.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since Since January 125, 20112020, the Company has filed with or furnished to the Commission SEC, on a timely basis, all forms, registration reports, statements, reportscertifications, schedules and statements other documents required to be filed with or furnished to the SEC by it the Company under the Securities Act or the Exchange Act or the Securities Act (all such documents filed since January 1, 2011 and on or prior to the date of this Agreement, collectivelycollectively with any amendments thereto, the “Company SEC Documents”). As of their respective filing dates (or if amended, (b) at as of the time filed (ordate of such amendment), and in the case of registration statements and proxy statements, solely on as of the dates of effectiveness) (except to effectiveness and the extent corrected by a subsequently filed dates of mailing, respectively, the Company SEC Document) Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002, as the case may be, each as in effect on the date so filed (i) no or amended). At the time filed with the SEC (or if amended, as of the date of such amendment), and in the case of registration statements and proxy statements, as of the dates of effectiveness and the dates of mailing, respectively, none of the Company SEC Document Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) each misleading, except to the extent that the information in such Company SEC Document complied in has been amended or superseded by a later Company SEC Document filed prior to May 6, 2021. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. The Company has made available to Parent all comment letters and all material respects with correspondence between the applicable requirements of the Exchange Act SEC and the Securities Act, as the case may be and (c) any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”) included in with respect to the Company SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and with since January 25, 2020, if any. As of May 6, 2021, there are no outstanding or unresolved comment letters received from the published rules and regulations of the Commission SEC with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position any of the Company and its subsidiaries as SEC Documents. As of May 6, 2021, to the Knowledge of the dates thereof and Company, none of the consolidated results Company SEC Documents is the subject of their operations and cash flows for the periods then endedactive, ongoing SEC review.

Company SEC Documents. To the knowledge of the Selling Parties, (a) since January 1Since December 31, 20112008, the Company has filed with the Commission SEC all forms, registration documents, statements, reports, schedules certifications and statements reports required to be filed or furnished prior to the date hereof by it under with the Exchange Act SEC (the forms, documents, statements, certifications and reports filed or furnished since December 31, 2008 and those filed or furnished subsequent to the Securities Act (all such documents filed since January 1date hereof, 2011 and on including any amendments thereto, collectively the “Company SEC Documents”). As of their respective dates, or, if amended or superceded by a filing prior to the date of this Agreement, collectivelyas of the date of such amendment or superceding filing, the “Company SEC Documents”)Documents complied or, (b) if not yet filed or furnished will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time it was filed (or furnished, contained or, in the case of registration statementsif not yet filed or furnished, solely on the dates of effectiveness) (except to the extent corrected by a subsequently will contain when filed Company SEC Document) (i) no Company SEC Document contained or furnished any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading and (ii) each misleading. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act, with respect to any Company SEC Document complied Document, except as disclosed in all material respects certifications filed with the applicable Company SEC Documents. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, documents, statements, certifications or reports with the SEC. The Company has made available to Parent correct and complete copies of all correspondence between the SEC, on the one hand, and the Securities Act, as the case may be and (c) any audited or unaudited financial statements Company and any notes thereto or schedules included therein (of its subsidiaries, on the “Company Financial Statements”) included in other hand, occurring since December 31, 2008 and prior to the date of this Agreement and not available on the SEC’s XXXXX system prior to the date of this Agreement. As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Documents (i) complied as filed on or prior to form in all material respects with applicable accounting requirements and with the published rules and regulations date of the Commission with respect thereto, (ii) were 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 unaudited statements, as permitted by applicable Commission regulations) and (iii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedthis Agreement.