Common use of Company SEC Reports Clause in Contracts

Company SEC Reports. From the date of this Agreement to the Effective Time, the Company will timely file with the SEC all Company SEC Reports required to be filed by it under the Exchange Act or the Securities Act and should any error or omission in a previously filed Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. 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 Report will 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 Reports. From Except as set forth in Section 4.4(a) of the date of this Agreement to the Effective TimeCompany Disclosure Schedule, the Company will timely file has filed with the SEC all Company SEC Reports registration statements, forms, reports and other documents required to be filed by it under the Company with the SEC since January 1, 2000 (including all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)), and copies of all registration statements, forms, reports and other documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports, certificates and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports”. The Company SEC Reports (i) were, except as set forth in Section 4.4(a) of the Company Disclosure Schedule, filed on a timely basis, (ii) at the time filed, or if amended, as of the time of the last such amendment prior to the date of this Agreement, were prepared in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Securities Act Sxxxxxxx-Xxxxx Act, as the case may be, and should any error or omission in a previously filed the rules and regulations of the SEC thereunder applicable to such Company SEC Report be identifiedReports, and (iii) did not at the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this Agreement, as No Subsidiary of the date Company is subject to the reporting requirements of Section 15(d) of the last such amendment, each such Company SEC Report will comply in all material respects with the applicable requirements Securities Act or Section 13(a) of the Exchange Act Act. Neither the Company nor its Subsidiaries is a party to and is bound by, and neither the Securities ActCompany’s nor its Subsidiaries’ assets or properties are subject to, 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact Contract required to be stated therein disclosed in a Form 10-K, Form 10-Q 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 Report Form 8-K that is a registration statementnot disclosed in the Company’s Form 10-K filed on March 16, 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 misleading2005.

Company SEC Reports. From the date of this Agreement to the Effective Time(a) Since June 1, 2004, the Company will timely file with the SEC has filed all Company SEC Reports reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it under with the SEC or Nasdaq (such documents, as they have been amended since the respective time of their filing, the “Company SEC Reports”). As of their respective dates, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended, the Exchange Act or the Securities Act Laws of any such jurisdiction, as the case may be, and should any error or omission in a previously filed the rules and regulations promulgated thereunder applicable to such Company SEC Report be identifiedReports, and, as of their respective dates, or, if amended, the date of such amendment. None of the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain SEC Reports contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, provided that, if the Company amends any of the Company SEC Reports, the fact of the filing of such amendment shall not, in and of itself, be deemed to mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As Except by reason of their serving as guarantors of the Notes, no Subsidiary is required to file any form, report or other document with the SEC. (b) The financial statements of the Company included in the Company SEC Reports were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), as then in effect, applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the financial position of the Company and its filing dateconsolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, or if amended after in the case of unaudited statements, to normal year-end audit adjustments and any other adjustments described therein). (c) Except as and to the extent set forth in the financial statements of the Company included in the Company SEC Reports that have been filed with the SEC prior to the date of this Agreement, as neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, (ii) incurred in the ordinary course of business and in a manner consistent with past practice since July 1, 2006, or (iii) that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) The Company’s disclosure controls and procedures are reasonably designed to ensure that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the date Company by others within those entities. (e) Since December 14, 2005, the Company has not disclosed to the Company’s independent registered accounting firm and the audit committee of the last such amendmentCompany’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting or (ii) any fraud, each such whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (f) Since December 14, 2005, the Company SEC Report has not identified any material weaknesses in the design or operation of its internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will comply not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 when next due. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in all material respects accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) the recorded accountability for assets is compared with the applicable requirements of existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (g) The Company has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any applicable Company SEC Report. (h) The Company has delivered to Parent a true and the Securities Act, as the case may be. As correct copy of its filing date or, if amended after the date of this Agreement, as latest draft of the date Annual Report on Form 10-K prepared to be filed with the SEC in respect of its latest fiscal year. To the best of the last Company’s information and belief, such amendment, each such Company SEC Report filed pursuant to the Exchange Act will draft does not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file and its Subsidiaries have filed each report and definitive proxy statement (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 (as such documents have since the time of their filing been amended or supplemented, the Securities Act and should any error or omission in a previously filed “Company SEC Report be identifiedReports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company will make any required filings or amendments necessary SEC Reports (i) complied as to complete form in all material respects with the Proxy Statement requirements of the Exchange Act, and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, or in each case, the notes, if amended after any, thereto) included in the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report will comply Reports complied as to form in all material respects with the applicable requirements published rules and regulations of the Exchange Act SEC with respect thereto, 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 and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the Securities Act, as absence of complete footnotes) in all material respects the case may be. As consolidated financial position of the Company and its filing date or, if amended after the date of this Agreement, consolidated Subsidiaries as of the date respective dates thereof and the consolidated results of their operations and cash flows for the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingrespective periods then ended.

Company SEC Reports. From Since January 1, 2020, the Company has furnished or filed all forms, reports and documents (including exhibits and other information incorporated therein) with the SEC that have been required to be furnished or filed by it pursuant to applicable Laws (the “Company SEC Reports”). Each Company SEC Report (a) complied, as of its filing date and giving effect to any amendments or supplements thereto filed, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report, each as in effect on the date that such Company SEC Report was filed and (b) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement to Agreement, then at the Effective Time, the Company will timely file with the SEC all Company SEC Reports required to be filed by it under the Exchange Act time of such filing or the Securities Act and should any error or omission in a previously filed Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement amendment) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“XXXXX”). The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2020 relating to the Company SEC Reports, together with all written responses of the Company thereto. As of its filing date, or if amended after the date of this Agreement, as (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC and (ii) to the Knowledge of the date Company, none of the last such amendment, each such Company SEC Report will comply in all material respects with Reports is the applicable requirements subject of any ongoing review by 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingSEC.

Company SEC Reports. From the date of this Agreement to the Effective Time, the Company will timely file with the SEC all Company SEC Reports required to be filed by it under the Exchange Act or the Securities Act and should any error or omission in a previously filed Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement do 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. 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 Report will 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 Reports. From the date of this Agreement The Company has filed with or furnished to the Effective Time, the Company will timely file with the SEC all Company SEC Reports forms, reports and documents that have been required to be filed by it under pursuant to applicable Laws since the Exchange Act or Lookback Date and prior to the Securities Act date of this Agreement (such forms, reports and should any error or omission in a previously filed documents, the “Company SEC Reports”). Each Company SEC Report be identifiedcomplied, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. As as of its filing date, or or, if amended after or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendmentamendment or superseding filing prior to the date of this Agreement, each such Company SEC Report will comply 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, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseded filing), each such Company SEC Report filed pursuant to the Exchange Act will did 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 the light of the circumstances under which they were made, not misleading. Each No Subsidiary of the Company SEC Report that is a registration statementis, as amended or supplementedsince the Lookback Date has been, if applicablerequired to file any forms, filed after reports or documents with the date of this Agreement pursuant to the Securities Act, as SEC. As of the date such registration statement hereof, there are no outstanding or amendment became effective after unresolved comments in comment letters received from the SEC with respect 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 Company SEC Reports. As of the circumstances under which they were madedate hereof, not misleadingnone of the Company SEC Reports is, to the Company’s Knowledge, the subject of ongoing SEC review.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will has timely file filed each report and definitive proxy statement (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the Securities Act, with the SEC since January 1, 2017 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed on or prior to the date hereof, each of the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act or Act, the Xxxxxxxx-Xxxxx Act, and the Securities Act and should any error or omission as in a previously filed effect on the date such Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement was filed and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing dateThe Company’s Subsidiaries are not required to file or furnish any forms, reports or other documents with the SEC. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if amended after any, thereto) included in the Company SEC Reports, including in Company SEC Reports filed following the date of this Agreementhereof, complied as of the date of the last such amendment, each such Company SEC Report will comply to form in all material respects with the applicable requirements published rules and regulations of the SEC with respect thereto, 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 as permitted by Regulation S-X, and except with respect to unaudited statements as permitted by Form 10-Q or Form 8-K of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments, which will not be material in amount or effect, and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (c) The Company has (i) implemented and maintains (x) disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and that are reasonably designed to ensure that all material information required to be disclosed in 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 Report filed pursuant to Company’s reports that it files or submits under the Exchange Act will is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports and (y) a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurances (1) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (2) that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with authorizations of management and the Company’s Board of Directors, and (3) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors of the Company (X) any significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (Y) any fraud, whether or not contain material, that involves management or other employees who have a significant role in the Company’s internal controls. Since January 1, 2017, no attorney representing the Company or any untrue statement of its Subsidiaries, whether or not employed by the Company or any such Subsidiary, has reported to the Company’s chief legal counsel or chief executive officer evidence of a material fact violation of securities Laws, breach of fiduciary duty or omit similar violation by the Company, any such Subsidiary or any of their respective officers, directors, employees or agents pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act. The Company has provided Parent with true, accurate and complete copies of all material correspondence between the Company and the SEC, in each case since January 1, 2017. There are no outstanding or unresolved comments in any comment letters received by the Company from the SEC staff since January 1, 2017 relating to any reports filed or submitted to the SEC by the Company. (d) The Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company stockholders meeting to approve and adopt this Agreement and the Merger (the “Company Stockholders Meeting”) and any amendments or supplements thereto (the “Proxy Statement”), to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting (including any amendment or supplement or document incorporated by reference) shall not, on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to stockholders of the Company or at the time of the Company Stockholders Meeting, contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact required to be stated therein or necessary in order to make the statements made thereintherein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting or subject matter that has become false or misleading. The Proxy Statement will, in light on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to stockholders of the circumstances under which they were made, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed after and at the date of this Agreement pursuant to the Securities Act, as time of the date such registration statement or amendment became effective after Company Stockholders Meeting, comply as to form in all material respects with the date requirements of this Agreementthe Exchange Act. Notwithstanding the foregoing, will not contain any untrue statement of a material fact or omit the Company makes no representation with respect to state any material fact required to be stated therein or necessary in order to make the statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub expressly for inclusion or incorporation by reference in light of the circumstances under which they were made, not misleadingProxy Statement.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file has filed with the SEC all Company SEC Reports forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1996 under the Securities Act or the Exchange Act (such documents, as supplemented or amended since the time of filing, collectively, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, 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) (a) complied, in all material respects, with all applicable requirements of the Securities Act and should any error or omission in a previously filed Company SEC Report the Exchange Act, as the case may be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement (b) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As The audited consolidated financial statements and unaudited consolidated interim financial statements (the "Financial Statements") included or incorporated by reference in the Company SEC Reports (including any related notes and schedules) fairly present, in all material respects, the financial position of the Company and its filing date, or if amended after the date of this Agreement, consolidated Subsidiaries as of the date dates thereof and the results of their operations and their cash flows for the last such amendmentperiods set forth therein, in each such case in accordance with past practices and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, where appropriate, to normal year-end adjustments that would not be material in amount or effect). (b) The Company has heretofore made available or promptly will make available to MergerSub a complete and correct copy of any amendments or modifications to any Company SEC Report will 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 Reports filed prior to the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact hereof which are required to be stated therein or necessary in order filed with the SEC but have not yet been filed with the SEC. (c) The Company will file with the SEC and promptly will make available to make the statements made thereinMergerSub true and complete copies of each form, in light of the circumstances under which they were made, not misleading. Each Company SEC Report that is a registration statement, as amended report, schedule, proxy or supplemented, if applicable, filed after the date of this Agreement pursuant to the Securities Act, as of the date such registration information 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 and other documents (including exhibits thereto) required to be stated therein filed with the SEC under the Securities Act or necessary in order to make the statements made in light of the circumstances under which they were made, not misleadingExchange Act.

Company SEC Reports. From The Company has filed or furnished, as applicable, all forms, reports, schedules, statements, certificates and documents with the SEC that have been required to be filed or furnished, as applicable, by it under applicable Laws or Orders prior to the date of this Agreement hereof, and the Company will file prior to the Effective TimeTime all forms, the Company will timely file reports, schedules, statements, certificates and documents with the SEC all Company SEC Reports that are required to be filed by it under applicable Laws or Orders prior to such time (all such forms, reports, schedules, statements, certificates and documents, together with all exhibits thereto, the Exchange Act or the Securities Act and should any error or omission in a previously filed “Company SEC Reports”). Each Company SEC Report be identifiedcomplied, or will comply, as the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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 thereincase may be, in light of the circumstances under which they were made, not misleading. As as of its filing datedate (or, or if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentfiling), each such Company SEC Report will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Securities Actrules and regulations of the SEC thereunder, as the case may be, each as in effect on the date such Company SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed in the three (3) years prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date (or, if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentfiling), each such Company SEC Report filed pursuant to the Exchange Act did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed after the date of this Agreement pursuant to the Securities Act, as None 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 Company’s Subsidiaries is required to be stated therein file any forms, reports or necessary in order other documents with the SEC. No executive officer of the Company has failed to make the statements made in light certifications required of him or her under Section 302 or 906 of the circumstances under which they were madeXxxxxxxx-Xxxxx Act with respect to any Company SEC Report, not misleadingexcept as disclosed in certifications filed with the Company SEC Reports. Since the enactment of the Xxxxxxxx-Xxxxx Act, the Company and each of its officers, and, to the Knowledge of the Company each of its directors, have been and are in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NASDAQ.

Company SEC Reports. From the date of this Agreement (a) The Company has filed with or otherwise furnished to the Effective TimeSecurities and Exchange Commission (the “SEC”) all forms, the Company will timely file with the SEC all Company SEC Reports reports, schedules, statements and other documents required to be filed or furnished by it under the Exchange Securities Act or the Securities Exchange Act since December 31, 2005 (such documents, as supplemented or amended since the time of filing, and should any error or omission in a previously filed together with all information incorporated by reference therein, the “Company SEC Report be identifiedReports”). No Subsidiary of the Company is required to file with or furnish to the SEC any such forms, reports, schedules, statements or other documents. As of their respective dates, the Company will make SEC Reports, including any required filings financial statements or amendments necessary to complete schedules included or incorporated by reference therein, at the Proxy Statement time filed (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 (“SOX”) and ensure that neither such filings nor the Proxy Statement rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As The Company has no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Reports. (b) The audited consolidated financial statements included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2006, the unaudited consolidated interim financial statements included in the Company’s quarterly reports on Form 10-Q filed since December 31, 2006, in each case including any related notes and schedules, fairly present, in all material respects, the consolidated financial position of the Company and its filing dateconsolidated Subsidiaries (including, or if amended after the date of this Agreementwithout limitation, Electric Transit, Inc.) as of the date dates thereof and the consolidated results of their operations and their consolidated cash flows for the last such amendmentperiods set forth therein, and, in each such case, were prepared in accordance with GAAP consistently applied during the periods involved (except as otherwise expressly disclosed in the notes thereto and subject, in the case of financial statements for quarterly periods, to normal year-end adjustments). Other than as disclosed in the Company SEC Report will 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 Reports filed prior to the date of this Agreementhereof, as of there has been no material change in the date of the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact Company’s accounting methods or omit to state any material fact principles that would be required to be stated therein or necessary disclosed in order to make the Company’s financial statements made therein, in light of accordance with GAAP. The disclosure in any report filed by the circumstances under which they were made, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed after the date of this Agreement pursuant will not differ materially adversely from the disclosure set forth in Section 4.6(f) of the Company Disclosure Letter in so far as such disclosure, if any, relates to the Securities matters set forth in such Section 4.6(f) of the Company Disclosure Letter. The books of account and other financial records of the Company and each of its Subsidiaries are true and complete in all material respects. (c) 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 promulgated by 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 the Company SEC Reports. (d) In compliance with the requirements of SOX, the Company maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances that: (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) transactions are executed in accordance with management’s general or specific authorizations; (iii) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets; (iv) access to assets is permitted only in accordance with management’s general or specific authorization; and (v) the recorded accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. No significant deficiency or material weakness was identified in management’s assessment of internal control over financial reporting as of December 31, 2006. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (f) Except as set forth in Section 4.6(f) of the Company Disclosure Letter, since December 31, 2006, no executive officer of the Company has become aware of, and neither the Company’s auditors nor any director of the Company has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in PCAOB Auditing Standard No. 5, as of the date such registration statement or amendment became effective after to in effect on the date of this Agreementits adoption) in the Company’s internal controls over financial reporting, will or (ii) any fraud, whether or not contain material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since the date of the filing of the Annual Report on Form 10-K for the year ended December 31, 2006, there have been no material changes in internal control over financial reporting. (g) There are no liabilities or obligations of the Company or any untrue statement of a material fact its Subsidiaries (whether accrued, contingent, absolute, determined or omit to state any material fact determinable) that would be required by GAAP to be stated therein or necessary in order to make the statements made in light reflected on a consolidated balance sheet of the circumstances Company other than: (i) any liability disclosed or provided for in the unaudited consolidated balance sheet of the Company as of June 30, 2007 or disclosed in the notes thereto (the “Current Balance Sheet”); (ii) any liability, including under which they were madeany agreement, lease, note, mortgage, indenture, or any other obligation of the Company or any of its Subsidiaries, incurred after June 30, 2007 in the ordinary course of the Company’s business consistent with past practice; (iii) any liability under this Agreement or incurred in connection with the transactions contemplated by this Agreement or disclosed in Section 4.6(f) of the Company Disclosure Letter; and (iv) any other liability incurred after June 30, 2007 that has not misleadinghad and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (h) The audit committee of the Company’s Board of Directors includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (i) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, controller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics by any such persons.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file has filed with the SEC all Company SEC Reports forms, documents and reports required to be filed or furnished prior to the date hereof by it under with the Exchange SEC since April 16, 2014 (the “Company SEC Reports”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports complied in all material respects with the requirements of the Securities Act or the Securities Act Exchange Act, as the case may be, and should any error or omission in a previously filed the applicable rules and regulations promulgated thereunder, and none of the Company SEC Report be identified, Reports at the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain time they were filed contained any untrue statement of a material fact or omit omitted 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, or are to be made, not misleading. As of its filing date, or if amended after the date of this Agreement, as there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. To the Knowledge of the date Company, none of the last such amendment, each such Company SEC Report will comply Reports is subject to ongoing SEC review. To the Knowledge of the Company, none of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC, other than as part of the Company’s consolidated group. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Reports fairly present in all material respects with the applicable requirements consolidated financial position of the Exchange Act Company and its consolidated Subsidiaries as and at the Securities Actrespective dates thereof and their consolidated results of operations and 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) and were prepared in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as the case may be. As of its filing date or, if amended after the date of this Agreement, as permitted by Form 10-Q of the date of SEC) applied on a consistent basis during the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to periods involved (except as may be stated indicated 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 Report 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 misleadingnotes thereto).

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file and its Subsidiaries have filed each report and definitive proxy statement (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2009 (as such documents have since the time of their filing been amended or supplemented, the Securities Act and should any error or omission in a previously filed “Company SEC Report be identifiedReports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company will make any required filings or amendments necessary SEC Reports (i) complied as to complete form in all material respects with the Proxy Statement requirements of the Exchange Act, and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, or in each case, the notes, if amended after any, thereto) included in the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report will comply Reports complied as to form in all material respects with the applicable requirements published rules and regulations of the Exchange Act SEC with respect thereto, 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 and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the Securities Act, as absence of complete footnotes) in all material respects the case may be. As consolidated financial position of the Company and its filing date or, if amended after the date of this Agreement, consolidated Subsidiaries as of the date respective dates thereof and the consolidated results of their operations and cash flows for the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingrespective periods then ended.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file has filed with the SEC all Company SEC true and complete copies of each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports, required to be filed by it with the SEC since March 31, 2010, under the Securities Act or the Exchange Act (the forms, documents, statements and reports filed with or furnished to the Securities Act SEC since March 31, 2010, and should any error those filed with or omission in a previously filed Company furnished to the SEC Report be identified, the Company will make any required filings or amendments necessary subsequent to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. As of its filing date, or if amended after the date of this Agreement, if any, including any amendments thereto, collectively, the “Company SEC Reports”). As of the respective dates, the Company SEC Reports were filed (or, if any such Company SEC Reports filed prior to the date of this Agreement were amended, as of the date of the last such amendmentamendment filed with the SEC at least two business days prior to the date of this Agreement), each such Company SEC Report Report, including any financial statements or schedules included therein, (a) complied or, if filed or furnished to the SEC after the date of this Agreement, will comply in all material respects with the all applicable requirements of the Exchange Securities Act and the Securities Exchange Act, as the case may be. As of its filing date , and the applicable rules and regulations promulgated thereunder, and (b) did not or, if amended after the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report filed pursuant or furnished to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No event since the date of the last Company SEC Report has occurred that would require the Company to file a Current Report on Form 8-K other than the execution of this Agreement and the Transactions contemplated by this Agreement. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC staff with respect to any Company SEC Reports. (b) The Common Shares are registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no action designed to terminate or which to its knowledge is likely to have the effect of terminating the registration of the Common Shares under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. As of the Closing Date, the Common Shares are not excluded from the safe harbor provided by Rule 144 promulgated by the SEC pursuant to the Securities Act (“Rule 144”) because the Company is or has been in the past been a “shell company” as that term is employed in Rule 144(i). (c) The Common Shares are quoted on the OTC Bulletin Board under the symbol BERX. The Company has not received any written notice that the Common Shares are not eligible nor will become ineligible for quotation on the OTC Bulletin Board nor that the Common Shares do not meet all requirements for the continuation of such quotation and the Company satisfies all the requirements on issuers for the continued quotation of its Common Shares on the OTC Bulletin Board. The Company is in compliance with all such listing and maintenance requirements. (d) The Company’s transfer agent (the “Transfer Agent”) is a participant in and the Common Shares are eligible for transfer pursuant to the Depository Trust Company Automated Securities Transfer Program. The name, address, telephone number, fax number, contact person and email address of the Transfer Agent is set forth on Section 3.5(d) of the Company’s Disclosure Schedule. (e) The chief executive officer and chief financial officer of the Company have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the matters certified) as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct; neither the Company nor its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn. The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-14(c) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for preparing the Company’s SEC filings and other public disclosure and the Company is otherwise in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file and its Subsidiaries have filed each report and definitive proxy statement (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2004 (as such documents have since the time of their filing been amended or supplemented, the Securities Act and should any error or omission in a previously filed “Company SEC Report be identifiedReports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company will make any required filings or amendments necessary SEC Reports (i) complied as to complete form in all material respects with the Proxy Statement requirements of the Exchange Act, and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, or in each case, the notes, if amended after any, thereto) included in the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report will comply Reports complied as to form in all material respects with the applicable requirements published rules and regulations of the Exchange Act SEC with respect thereto, 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 and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the Securities Act, as absence of complete footnotes) in all material respects the case may be. As consolidated financial position of the Company and its filing date or, if amended after the date of this Agreement, consolidated Subsidiaries as of the date respective dates thereof and the consolidated results of their operations and cash flows for the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingrespective periods then ended.

Company SEC Reports. From the date of this Agreement (a) The Company has filed with or otherwise furnished to the Effective TimeSecurities and Exchange Commission (the “SEC”) all material forms, the Company will timely file with the SEC all Company SEC Reports reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2003 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with or furnish to the SEC any such forms, reports, schedules, statements or other documents. As of their respective dates, the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (or, if amended, as of the date of such amendment) (i) complied as to form in all material respects with the applicable requirements of the Securities Act and should any error or omission in a previously filed the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report be identifiedReports, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As . (b) The Company maintains a system of its filing date, internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that has been designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or if amended after specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the date recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) The Company maintains a system of this Agreement, “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the date Exchange Act) necessary in order for the Chief Executive Officer and Chief Financial Officer of the last such amendment, each such Company SEC Report will comply to engage in all material respects with the applicable requirements of review and evaluation process mandated by the Exchange Act and the Securities Actrules promulgated thereunder. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2003, the Company has not received any oral or written notification of a (x) “reportable condition” or (y) “material weakness” in the Company’s internal controls over financial reporting. The terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the case may bedate hereof. (e) The Company has provided to Parent copies of all correspondence sent to or received from the SEC by the Company or its Subsidiaries or their respective counsel or accountants since December 31, 2003. As of its filing date or, if amended after the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to Company SEC Reports. (f) The audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2006 and the unaudited consolidated interim financial statements included in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2007 (including any related notes and schedules) and the other financial statements included in the Company SEC Reports fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein, and in each case were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, in the case of financial statements for quarterly periods, to normal year-end adjustments not material in amount). The books of account and other financial records of the Company and each of its Subsidiaries are true and complete in all material respects and reflect only actual transactions. (g) There is no liability or obligation of the Company or any of its Subsidiaries (whether accrued, contingent, absolute, determined or determinable) other than: (i) liabilities or obligations disclosed or provided for in the unaudited consolidated balance sheet of the Company as of September 30, 2007 or disclosed in the notes thereto (the “Company Current Balance Sheet”); (ii) liabilities or obligations incurred after September 30, 2007 in the ordinary course of the Company’s business; (iii) liabilities incurred in connection with the transactions contemplated by this Agreement or disclosed on Section 3.6 of the Company Disclosure Letter; (iv) liabilities under any agreement, lease, note, mortgage, indenture or other obligation of the Company or any of its Subsidiaries, which is not in violation of the terms of this Agreement; and (v) other liabilities or obligations which would not, as of either individually or in the date of the last such amendmentaggregate, each such have a Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingMaterial Adverse Effect.

Company SEC Reports. From (a) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since January 1, 2018, pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date of this Agreement to the Effective Timeand all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, collectively, the Company will timely file with the SEC all “Company SEC Reports required to be filed by it under Reports”), each of which complied at the Exchange Act or time of filing in all material respects with all applicable requirements of the Securities Act and should any error or omission the Exchange Act, as applicable, in a previously filed each case as in effect on the dates such forms reports and documents were filed. As of its respective date, and if amended, as of the date of the last such amendment, no Company SEC Report be identifiedReport, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain since January 1, 2018, when filed, contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All Material Contracts to which the Company or any Subsidiary is a party, or to which the property or assets of the Company or any Subsidiary are subject, that are required to be included as part of or specifically identified in the Company SEC Reports, are so included or specifically identified. True and complete copies of the Company SEC Reports are available for public access via the SEC’s XXXXX system. (b) As of its filing datetheir respective dates, the consolidated financial statements included or if amended after incorporated in the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report will comply Reports (the “Financial Statements”), and the related notes, complied as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Exchange Act SEC with respect thereto. The Financial Statements and the Securities Actrelated notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position and the results of the operations of the Company and its Subsidiaries, retained earnings (loss), and cash flows, as the case may be. As , for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). (c) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (i) are designed to ensure that material information relating to the Company, including each consolidated Subsidiary, is made known to the Company’s principal executive officer and its filing date orprincipal financial officer by others within those entities, if amended after particularly during the date periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of this Agreement, the Company for effectiveness as of the date end of the last such amendment, each such Company SEC Report filed pursuant Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under functions for which they were made, not misleadingestablished. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed after Since the date of this Agreement pursuant to the Securities Act, as end of the date such registration statement Company’s most recent audited fiscal year, there have been no significant deficiencies or amendment became effective after material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, 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 misleadingCompany’s internal control over financial reporting.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file and its Subsidiaries have filed each report and definitive proxy statement (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since December 31, 2018 (as such documents have since the time of their filing been amended or supplemented, the Securities Act and should any error or omission in a previously filed “Company SEC Report be identifiedReports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company will make any required filings or amendments necessary SEC Reports (i) complied as to complete form in all material respects with the Proxy Statement requirements of the Exchange Act, and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As To the Knowledge of its filing datethe Company, there are no material unresolved comments received from the SEC staff with respect to the Company SEC Reports on or if amended after prior to the date of this Agreement, as hereof. To the Knowledge of the date Company, none of the last such amendment, each such Company SEC Report will comply Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the applicable requirements published rules and regulations of the Exchange Act SEC with respect thereto, 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 and except with respect to unaudited statements as permitted by Form 10-Q of the Securities ActSEC) and fairly present, as in all material respects, the case may be. As consolidated financial position of the Company and its filing date or, if amended after the date of this Agreement, consolidated Subsidiaries as of the date respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of the last unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes). (c) 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 (including any Contract 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, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC)), where the result, purpose or intended effect of such amendmentContract is to avoid disclosure of any material transaction involving, each such or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingReports.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file has filed with the SEC all Company SEC Reports each registration statement, report and proxy or information statement (including exhibits and any amendments thereto) required to be filed by it under the Exchange Act Company with the SEC since January 1, 2008 (collectively, the “Company SEC Reports”). As of the respective dates the Company SEC Reports were filed with the SEC or amended, each of the Company SEC Reports (a) complied as to form in all material respects with all applicable requirements of the Securities Act and should any error or omission in a previously filed Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement Exchange Act and ensure that neither such filings nor the Proxy Statement (b) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of its filing date; provided, however, that clause (b) shall not extend to exhibits thereto or if amended after the date of this Agreementdocuments incorporated by reference therein, as of the date of the last such amendment, each such Company SEC Report will 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 Report filed pursuant except to the Exchange Act will not contain any extent a statement or omission in such exhibit or document would cause to be untrue a statement of a material fact in the body of such Company SEC Report or omit would cause to state any be omitted from the body of such Company SEC Report a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 the body of the circumstances under which they were made, such Company SEC Report not misleading. (b) The Company has no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Reports. The consolidated financial statements of the Company (including the notes thereto) included in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of the Company and its Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations and the consolidated statements of cash flows of the Company and its Subsidiaries for the periods presented therein. Since January 1, 2008, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes to such Company financial statements. (c) The Company and each of its officers and trustees are in compliance, and have complied, in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such Act (the “Xxxxxxxx-Xxxxx Act”) or the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined under Rule 3b-7 promulgated under the Exchange Act) or director of the Company. Since the Company was subject to the provisions of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has made any loans to any executive officer or director of the Company or any of its Subsidiaries. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that all material information relating to the Company, including its consolidated Subsidiaries, is made known on a timely basis to the Company’s principal executive officer and its principal financial officer by others within those entities; and the Company believes that such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

Company SEC Reports. From Except as set forth in Section 4.4(a) of the date of this Agreement to the Effective TimeCompany Disclosure Schedule, the Company will timely file has filed with the SEC all Company SEC Reports registration statements, forms, reports and other documents required to be filed by the Company with the SEC since January 1, 2005 (including all certifications required pursuant to the Xxxxxxxx-Xxxxx Act), and copies of all such registration statements, forms, reports and other documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports, certificates and other documents filed by the Company and that it under may file after the date hereof until the Closing are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were, except as set forth in Section 4.4(a) of the Company Disclosure Schedule, filed on a timely basis, (ii) at the time filed, or if amended, as of the time of the last such amendment prior to the date of this Agreement, were prepared in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and/or the Securities Act Xxxxxxxx-Xxxxx Act, as the case may be, and should any error or omission in a previously filed the rules and regulations of the SEC thereunder applicable to such Company SEC Report be identifiedReports, and (iii) did not at the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this Agreement, as No Subsidiary of the date Company is subject to the reporting requirements of Section 15(d) of the last such amendment, each such Company SEC Report will comply in all material respects with the applicable requirements Securities Act or Section 13(a) of the Exchange Act and Act. Neither the Securities Act, as the case may be. As Company nor any of its filing date orSubsidiaries is a party to or is bound by, if amended after and neither the date of this AgreementCompany’s nor its Subsidiaries’ assets or properties are subject to, as of the date of the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact Contract required to be stated therein disclosed in a Form 10-K, Form 10-Q 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 Report that is a registration statement, as amended or supplemented, if applicable, Form 8-K filed after the date of this Agreement pursuant to the Securities Act, as of the date such registration statement or amendment became effective after prior to the date of this Agreementhereof that is not disclosed in the Form 10-K for the year ended December 31, 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 2009, as filed with the SEC on March 26, 2010 (including the consolidated financial statements made in light of the circumstances under which they were madeCompany set forth therein, not misleadingthe “2009 Form 10-K”).

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will has timely file filed with the SEC all Company SEC Reports required to be Reports. The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed by it under (and, in the Exchange Act or case of registration statements and proxy statements, on the Securities Act dates of effectiveness and should the dates of mailing, respectively, and, in the case of any error or omission in a previously filed Company SEC Report be identifiedamended or superseded by a filing prior to the date of this Agreement, then on the Company will make any required filings date of such amending or amendments necessary superseding filing (and, with respect to complete the Proxy Statement and ensure that neither clause (i) of this sentence only, only on such filings nor the Proxy Statement date)) (i) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this Agreement, and (ii) complied as of the date of the last such amendment, each such Company SEC Report will comply to form 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 The financial statements of the date Company and the Company Subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the last such amendmentCompany and the Company Subsidiaries, each such (ii) 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 superseded by a filing prior to the date of this Agreement, will 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 SEC with respect thereto, (iii) 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 Form 10-Q of the SEC), and (iv) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments and in the case of any Company SEC Reports amended or superseded by a filing prior to the date of this Agreement, such amending or superseding filing) the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company’s principal executive officer and its principal financial officer have (x) devised and maintained a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, and (y) disclosed to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s or any Company Subsidiary’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not contain material, that involves management or other employees who have a significant role in the Company internal controls and the Company has made available to Buyer and VAB Acquisition Sub copies of any untrue statement of a written materials relating to the foregoing. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the Exchange Act); to the Company’s Knowledge, such disclosure controls and procedures are designed to ensure that material fact or omit information relating to state any material fact the Company and the Company Subsidiaries required to be stated therein included in the Company’s periodic reports under the Exchange Act, is made known to the Company’s principal executive officer and its principal financial officer by others within the Company or necessary in order to make the statements made in light any of the circumstances Company Subsidiaries, and, to the Company’s Knowledge, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to such material information required to be included in the Company’s periodic reports required under which they were madethe Exchange Act. There are no outstanding loans made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act of 2002, not misleadingneither the Company nor any Company Subsidiary has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any Company Subsidiary. The Company has completed its process of compliance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002.

Company SEC Reports. From Since January 1, 2022, the Company has filed with or otherwise furnished to (as applicable) the SEC all forms, reports and documents that have been required to be filed by it, prior to the date of this Agreement (the “Company SEC Reports”), except where failure to file would not reasonably be expected to be material to the Effective TimeCompany Group, the Company will timely file with the SEC all Company SEC Reports required to be filed by it under the Exchange Act or the Securities Act and should any error or omission in taken as a previously filed whole. Each Company SEC Report be identifiedcomplied, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. As as of its filing date, date (or if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseding filing), each such Company SEC Report will comply 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 applicable rules and regulations promulgated thereunder, each as in effect on the date that such Company SEC Report was filed with or furnished the SEC. As of its filing date (or, if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseded filing), each such Company SEC Report filed pursuant to the Exchange Act will did 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 the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projection or forward-looking statement or the completeness of any information filed or furnished by the Company with or to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Each No Company SEC Report 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 Agreementeffective, will not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made in light therein not misleading. No Subsidiary of the circumstances under which they were madeCompany is required to file any forms, not misleadingreports, schedules or other documents with the SEC. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is subject to ongoing SEC review. To the Knowledge of the Company, it is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file and its Subsidiaries have filed each report and definitive proxy statement (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since March 31, 2017 (as such documents have since the time of their filing been amended or supplemented, the Securities Act and should any error or omission in a previously filed “Company SEC Report be identifiedReports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Company will make any required filings or amendments necessary SEC Reports (i) complied as to complete form in all material respects with the Proxy Statement requirements of the Exchange Act, and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, or in each case, the notes, if amended after any, thereto) included in the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report will comply Reports complied as to form in all material respects with the applicable requirements published rules and regulations of the Exchange Act SEC with respect thereto, 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 and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the Securities Act, as absence of complete footnotes) in all material respects the case may be. As consolidated financial position of the Company and its filing date or, if amended after the date of this Agreement, consolidated Subsidiaries as of the date respective dates thereof and the consolidated results of their operations and cash flows for the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingrespective periods then ended.

Company SEC Reports. From (a) Except as indicated in the date of this Agreement to the Effective Timeattached Disclosure Schedule 4.15(a), the Company will timely file with the SEC has filed all Company SEC Reports registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it under with the Exchange Act or SEC for the Securities Act and should any error or omission in a previously filed last three fiscal years of the Company (the “Company SEC Report be identifiedReports”). As of their respective dates, the Company will make any required filings SEC Reports complied in all material respects with the requirements of the Securities Act, or amendments necessary the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to complete such Company SEC Reports, and none of the Proxy Statement and ensure that neither Company SEC Reports when filed (or, if amended or superseded by a filing before the date of this Agreement, then on the date of such filings nor the Proxy Statement contain filing) contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As . (b) The financial statements of its filing date, or if amended after the date of this AgreementCompany included in the Company SEC Reports (including any related notes) complied as to form, as of their respective dates of filing with the date of the last such amendmentSEC, each such Company SEC Report will comply in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Exchange Act and SEC with respect thereto, were prepared in accordance with GAAP (except, in the Securities Actcase of unaudited statements, as permitted by Form 10-Q or Form 8-K, as applicable, of the case SEC) applied on a consistent basis during the periods involved (except as may be. As be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its filing date or, if amended after the date of this Agreement, consolidated subsidiaries as of the date dates thereof and the consolidated results of their operations and cash flows for the last such amendmentperiods then ended (subject, each such Company SEC Report filed pursuant in the case of unaudited statements, to the Exchange Act will normal and recurring year-end audit adjustments (which were not contain any untrue statement of a material fact or omit to state any material fact required and are not expected to be stated therein or necessary material in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingamount).

Company SEC Reports. From The Company has filed or furnished, as the date case may be, all forms, reports, registration statements and other documents required to be filed or furnished by it with the SEC since December 31, 2004, and has heretofore made available to TAS: (i) its Annual Reports on Form 10-K, as amended, for the fiscal years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively; (ii) its Quarterly Reports on Form 10-Q for the period ended March 31, 2006; (iii) all proxy statements relating to the Company’s meetings of this Agreement stockholders (whether annual or special) held since December 31, 2004; and (iv) all other forms, reports, registration statements and other documents filed by the Company with the SEC since December 31, 2004 and prior to the Effective Time. (The forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii) and (iv) above are collectively referred to herein as the “Company will timely file with the SEC all Reports”.) The Company SEC Reports required to be filed by it under were prepared in accordance with the applicable requirements of the Exchange Act or and the Securities Act Act, and should the rules and regulations promulgated thereunder. The Company SEC Reports, as of their respective dates (and, in the case of any error or omission in a previously filed Company SEC Report be identifiedthat is a registration statement, as of the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither date such filings nor the Proxy Statement registration statement became effective), did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this AgreementAll Company SEC Reports, as of the date of the last such amendmenttheir respective dates, each such Company SEC Report will comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as Act and the case may berules and regulations promulgated thereunder. As of its filing date or, if amended after the date of this Agreement, as there are no outstanding or unresolved comments in comment letters received by the Company from the SEC staff with respect to the SEC Reports. None of the date of Company’s Subsidiaries are reporting companies under the last such amendment, each such Company SEC Report filed pursuant to Securities Act or the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 Reports. From the date of this Agreement to the Effective Time(a) Since December 31, 2008, the Company will timely file has filed all forms, reports, statements, schedules and other documents with the SEC all Company SEC Reports that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and 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 and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Securities Act Xxxxxxxx-Xxxxx Act, including the rules and should any error or omission regulations promulgated thereunder, each as in a previously filed effect on the date such Company SEC Report be identifiedwas, or will be, filed or effective, and (ii) each Company SEC Report did not, and will not, as the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement case may be, 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 the light of the circumstances under which they were made, not misleading. As True and correct copies of its filing dateall Company SEC Reports filed since December 31, 2008 have been furnished to Parent or if amended after are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, and the statements contained in such certifications are true and accurate in all material respects as of the date of this Agreement, as . The Company and each of its officers and directors has been and is in material compliance with (i) the applicable provisions of the date Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the last such amendment, each such Company SEC Report will 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingNASDAQ.

Company SEC Reports. From the date of this Agreement to the Effective Time(a) Since January 1, 2017, the Company will has timely file filed with or otherwise furnished to the SEC (as applicable), the ISA and TASE all Company SEC Reports forms, reports, schedules, statements, registrations, proxy statements and other documents (including exhibits and other information incorporated therein) required to be so filed or furnished (as applicable) by it under Applicable Law, including any amendments, modifications or supplements thereto (collectively, the Exchange Act or the Securities Act and should any error or omission in a previously filed “Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. Reports”). (b) As of its filing datedate (or, if amended, modified or if amended after the date of this Agreementsupplemented, as of the date of the last such most recent amendment, modification or supplement filed prior to the date hereof), each such Company SEC Report will comply (i) complied as to form in all material respects with the applicable requirements of the Exchange Act Applicable Laws, 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 Report filed pursuant to the Exchange Act will (ii) did 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. Each Company SEC Report 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. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters from the staff of the SEC or the ISA received by the Company or its Subsidiaries relating to any of the Company SEC Reports, and the Company has not received any written inquiry or information request from the SEC or the ISA as to any matters affecting the Company that has not been fully resolved. To the knowledge of the Company, none of the Company SEC reports are subject to ongoing SEC or ISA review and there is no pending or, to the knowledge of the Company, threatened investigation being conducted by the SEC or the ISA with respect to any of the Company SEC Reports. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC and ISA received since January 1, 2017 through the date of this Agreement relating to the Company SEC Reports and all written responses of the Company thereto through the date of this Agreement. (d) None of the Company’s Subsidiaries is required pursuant to any Applicable Law to file any forms, reports, schedules, statements or other documents with the SEC, the ISA or TASE. (e) The Company has at all times since January 1, 2017 been a “foreign private issuer” as such term is defined in Rule 3b-4 promulgated under the Exchange Act. (f) Neither the Company nor any of its Subsidiaries has extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Since January 1, 2017, no principal executive officer or principal financial officer of the Company (or any former principal executive officer or former principal financial officer of the Company, as applicable) has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the Xxxxxxxx-Xxxxx Act or any related rules and regulations promulgated by the SEC, ISA, Nasdaq or TASE with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Since January 1, 2017, neither the Company nor any of its principal executive officers or principal financial officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. For purposes of this Section 3.6(g), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (h) Since the date of the Balance Sheet, there has been no transaction or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date hereof, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or will be a party, that would be required to be disclosed under Item 7.B. (“Related party transactions”) of Form 20-F under the Exchange Act that has not been disclosed in the Company SEC Reports publicly filed or furnished with the SEC following the date of the Balance Sheet. (i) The Company maintains disclosure controls and procedures designed to ensure that it files with the ISA and TASE on a timely basis all Company SEC Reports and all other documents required to be so filed by the Company pursuant to Applicable Law. (j) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq and the TASE and with the corporate governance and other applicable provisions of the ICL.

Company SEC Reports. From the date The Company has delivered to Parent and Merger Sub true and complete copies of this Agreement to the Effective Timeeach registration statement, report and proxy or information statement (including exhibits and any amendments thereto) filed by the Company will timely file with the SEC all since January 1, 1998 (collectively, the "Company SEC Reports"). As of the respective dates the Company SEC Reports required to be were filed by it under or, if any such Company SEC Reports were amended, as of the Exchange Act or date such amendment was filed, each of the Company SEC Reports (i) complied in all material respects with all applicable requirements of the Securities Act and should any error or omission in a previously filed Company SEC Report be identifiedExchange Act (as those terms are defined below), and the Company will make any required filings or amendments necessary to complete the Proxy Statement rules and ensure that neither such filings nor the Proxy Statement regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 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 Report will 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of (i) the audited consolidated financial statements of the Company SEC (including any related notes and schedules) included (or incorporated by reference) in its Annual Report that is a registration statementon Form 10-K for the fiscal year ended June 30, 1999 (the "Audited Financial Statements") and (ii) the unaudited consolidated interim financial statements for the Company (including any related notes and schedules) included (or incorporated by reference) in its Quarterly Report on Form 10-Q for the quarter ended March 30, 2000 (the "Interim Financial Statements," and together with the Audited Financial Statements, the "Company Financial Statements"), fairly present, in conformity with generally accepted accounting principles, as amended or supplementedin effect in the United States, if applicablefrom time to time ("GAAP") applied on a consistent basis (except as may be indicated in the notes thereto), filed after the date consolidated financial position of this Agreement pursuant to the Securities Act, Company and the Company Subsidiaries as of the date such registration statement or amendment became effective after dates thereof and the consolidated results of their operations and changes in their financial position for the periods then ended (subject to normal year-end adjustments and GAAP footnotes in the date case 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 misleadingunaudited interim financial statements).

Company SEC Reports. From Except as set forth in the date of this Agreement to the Effective TimeCompany Letter, since January 1, 1999, the Company has timely filed, and will timely file file, all reports, registration statements, proxy statements and other materials, together with the SEC all Company SEC Reports any amendments required to be made with respect thereto, that were required to be filed at any time by it the Company with the SEC under the Securities Act or the Exchange Act or with the Securities Act Nasdaq (all such reports and should any error or omission in a previously filed statements are collectively referred to herein as the "Company SEC Report be identifiedReports"). As of their respective dates, the Company will make any required filings or amendments necessary to complete Reports, including the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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 financial statements made contained therein, in light of the circumstances under which they were made, not 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 Report will comply complied in all material respects with the applicable requirements all of the Exchange Act statutes and published rules and regulations enforced or promulgated by the SEC and the Securities ActNasdaq, 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 Report filed pursuant to the Exchange Act will did 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 misleadingmisleading and were complete and accurate in all material respects. Each The financial statements of the Company contained in the Company Reports complied as to form in all material respects with the published rules and regulations of the SEC Report that is with respect thereto, were prepared in accordance with GAAP applied on a registration statementconsistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements as amended or supplementedpermitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with the applicable requirements of GAAP (subject, if applicablein the case of the unaudited statements, filed after the date of this Agreement pursuant to the Securities Actabsence of footnotes and to normal, recurring adjustments, none of which would be material) the consolidated financial position of the Company and its consolidated subsidiaries as of their respective dates and the date such registration statement or amendment became effective after to consolidated results of operations and 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 consolidated cash flows of the circumstances under which they were madeCompany and its consolidated subsidiaries for the periods presented therein, not misleadingrespectively.

Company SEC Reports. From The Company has filed or furnished, as the date case may be, all forms, reports, registration statements and other documents required to be filed or furnished by it with the SEC since December 31, 2004, and has heretofore made available to TAS: (i) its Annual Reports on Form 10-K, as amended, for the fiscal years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively; (ii) its Quarterly Reports on Form 10-Q for the period ended March 31, 2006; (iii) all proxy statements relating to the Company's meetings of this Agreement stockholders (whether annual or special) held since December 31, 2004; and (iv) all other forms, reports, registration statements and other documents filed by the Company with the SEC since December 31, 2004 and prior to the Effective Time. (The forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii) and (iv) above are collectively referred to herein as the "Company will timely file with the SEC all Reports".) The Company SEC Reports required to be filed by it under were prepared in accordance with the applicable requirements of the Exchange Act or and the Securities Act Act, and should the rules and regulations promulgated thereunder. The Company SEC Reports, as of their respective dates (and, in the case of any error or omission in a previously filed Company SEC Report be identifiedthat is a registration statement, as of the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither date such filings nor the Proxy Statement registration statement became effective), did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this AgreementAll Company SEC Reports, as of the date of the last such amendmenttheir respective dates, each such Company SEC Report will comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as Act and the case may berules and regulations promulgated thereunder. As of its filing date or, if amended after the date of this Agreement, as there are no outstanding or unresolved comments in comment letters received by the Company from the SEC staff with respect to the SEC Reports. None of the date of Company's Subsidiaries are reporting companies under the last such amendment, each such Company SEC Report filed pursuant to Securities Act or the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 Reports. From the date of this Agreement to the Effective Time(a) Since June 3, 2004, the Company will timely file has filed or otherwise transmitted each registration statement, prospectus, definitive proxy statement or information statement, form, report, schedule and other document (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company pursuant to the Exchange Act or the Securities Act and should any error Act, each as in effect as of the date of the respective filing (as such documents have since the time of their filing been amended or omission in a previously filed supplemented, the “Company SEC Report be identifiedReports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company will make SEC Reports (i) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Saxxxxxx-Xxxxx Xct of 2002 and any required filings or amendments necessary to complete rules and regulations promulgated thereunder (the Proxy Statement “Saxxxxxx-Xxxxx Xct”), each as in effect as of the date of the respective filing, and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing datemisleading (other than to the extent such statement or fact was provided to the Company by, or if amended after on behalf of, Parent specifically for inclusion in the date of this Agreement, as Proxy Statement). Each of the date of the last such amendment, each such Company SEC Report Reports, if not yet filed, when so filed will comply in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActSaxxxxxx-Xxxxx Xct, each as in effect as of the case may bedate of the respective filing. As of its filing date or, if amended after the date of this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports and (ii) to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing review, comment or investigation by the SEC. None of the Subsidiaries of the Company are, or have been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) the consolidated financial position of the Company and its consolidated Subsidiaries as of the date respective dates thereof and the consolidated results of their operations and cash flows for the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingrespective periods then ended.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file has filed with the SEC all Company SEC Reports forms, documents and reports required to be filed or furnished prior to the date hereof by it under with the Exchange SEC since April 16, 2014 (the "Company SEC Reports"). As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports complied in all material respects with the requirements of the Securities Act or the Securities Act Exchange Act, as the case may be, and should any error or omission in a previously filed the applicable rules and regulations promulgated thereunder, and none of the Company SEC Report be identified, Reports at the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain time they were filed contained any untrue statement of a material fact or omit omitted 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, or are to be made, not misleading. As of its filing date, or if amended after the date of this Agreement, as there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. To the Knowledge of the date Company, none of the last such amendment, each such Company SEC Report will comply Reports is subject to ongoing SEC review. To the Knowledge of the Company, none of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC, other than as part of the Company's consolidated group. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Reports fairly present in all material respects with the applicable requirements consolidated financial position of the Exchange Act Company and its consolidated Subsidiaries as and at the Securities Actrespective dates thereof and their consolidated results of operations and 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) and were prepared in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as the case may be. As of its filing date or, if amended after the date of this Agreement, as permitted by Form 10-Q of the date of SEC) applied on a consistent basis during the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to periods involved (except as may be stated indicated 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 Report 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 misleadingnotes thereto).

Company SEC Reports. From the date of this Agreement to the Effective TimeSince January 3, 2009, the Company will timely file has filed all forms, reports and documents with the SEC all Company SEC Reports required to be filed by it under the Exchange Act or the Securities Act applicable Laws, subject to any extensions permitted by applicable Laws (collectively with all exhibits and should any error or omission in a previously filed amendments thereto, “Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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 misleadingReports”). As of its filing datedate (or, or if amended after or superseded by a filing, on the date of this Agreementsuch amended or superseded filing), as of the date of the last such amendment, (a) each such Company SEC Report will comply complied as to form 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. As of its filing date or, if amended after each as in effect on the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will was filed, and (b) each Company SEC Report did 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 the light of the circumstances under which they were made, not misleading. Each None of the Company’s Subsidiaries is, or at any time since January 3, 2009 has been, required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report that Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company and each of its officers, and, to the Knowledge of the Company, each of its directors, is a registration statementin compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of the NYSE. The Company has made available to Parent all material correspondence between the SEC and the Company from January 3, 2009 to the date hereof, the Company will make available to Parent as amended or supplemented, if applicable, filed promptly as practicable all material correspondence between the SEC and the Company after the date of this Agreement pursuant hereof, and there are no material outstanding or unresolved comments received from the SEC with respect 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 misleadingCompany SEC Reports.

Company SEC Reports. From (a) The Company has filed or furnished, as applicable, on a timely basis, all forms, registration statements, schedules, reports, prospectuses, proxy statements and documents (including items incorporated by reference) required to be so filed or furnished by the Company with the SEC since January 1, 2014. All such required forms, registration statements, schedules, reports, prospectuses, proxy statements and documents, including all exhibits and schedules thereto (and including those that the Company may file following the date hereof) are referred to herein as the “Company SEC Reports”. After the date of this Agreement to and until the Effective Time, the Company will timely file all forms, registration statements, schedules, reports, prospectuses, proxy statements and documents with the SEC all Company SEC Reports that are required to be filed by it under Applicable Law at or prior to the time so required, including any amendments or supplements thereto. As of their respective dates (or, if amended, as of the date of the last such amendment), the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act or and the Securities Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”) and should any error or omission in a previously filed the respective rules and regulations of the SEC thereunder applicable to such Company SEC Report be identifiedReports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the Company will make any required filings date of such amended or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement superseding filing) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date hereof by a subsequently filed Company SEC Report. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. As of its filing datethe date hereof, there are no outstanding or if amended after unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. There has been no material correspondence between the SEC and the Company or any Company Subsidiary since January 1, 2014 that is not available on the SEC’s Electronic Data Gathering, Analysis and Retrieval database. To the Knowledge of the Company, there is not, as of the date of this Agreement, as any investigation or review being conducted by the SEC or any other Governmental Entity of the date of the last such amendment, each such any Company SEC Report will comply in all material respects with (including the applicable requirements financial statements included therein). (b) Since January 1, 2014, no executive officer 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 Report filed pursuant to the Exchange Act will not contain or any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order Company Subsidiary has failed to make the statements made therein, in light certifications required of him or her under Section 302 or Section 906 of the circumstances under which they were made, not misleading. Each Sxxxxxxx-Xxxxx Act with respect to any Company SEC Report that is a registration statementReport, except as amended disclosed in certifications filed with the Company SEC Reports, and at the time of filing or supplementedsubmission of each such certification, if applicablesuch certification was true and accurate and complied with the Sxxxxxxx-Xxxxx Act. Since January 1, filed after 2014, neither the date Company nor any Company Subsidiary, nor any of this Agreement pursuant to their executive officers has received notice from any Governmental Entity challenging or questioning the Securities Actaccuracy, as completeness, form or manner of the date filing of 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 misleadingcertifications.

Company SEC Reports. From the date of this Agreement to the Effective Time(a) Since October 16, 2020, the Company will has filed or furnished, as applicable, on a timely file basis all forms, reports, schedules, prospectuses, registration statements and documents with the SEC all Company SEC Reports that have been required to be filed or furnished by it under pursuant to applicable Laws (the Exchange Act or the Securities Act and should any error or omission in a previously filed “Company SEC Reports” “). Each Company SEC Report be identifiedcomplied, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. As as of its filing dateor furnishing date (or, or if amended after or superseded by a filing or furnishing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseding filing or furnishing), each such Company SEC Report will comply in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act and the Securities Xxxxxxxx-Xxxxx Act, as the case may be. As of its filing , each as in effect on the date that such Company SEC Report was filed or furnished (or, if amended after or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing). As of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseding filing or furnishing), and, in the case of a registration statement or amendment thereto, as of the date of the last such amendmentregistration statement or amendment became effective, each such Company SEC Report filed pursuant to the Exchange Act will did 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 the light of the circumstances under which they were made, not misleading. Each No Subsidiary of the Company is required to file any forms, reports, schedules, prospectuses, registration statements or documents with the SEC. There are no outstanding unresolved comments with respect to the Company or the Company SEC Report Reports noted in comment letters or other correspondence received by the Company or its attorneys from the SEC. To the Knowledge of the Company, there are no pending (i) formal or informal investigations of the Company by the SEC or (ii) inspections of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. To the Knowledge of the Company, since October 16, 2020, there has been no material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal controls. (b) There has been no material correspondence between the SEC and the Company since October 16, 2020 that is a registration statement, as amended not set forth in the Company SEC Reports or supplemented, if applicable, filed after the date of this Agreement pursuant that has not otherwise been made available to the Securities Act, as of the date such registration statement or amendment became effective after Parent prior to the date of this Agreement. (c) Since October 16, will not contain 2020, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (d) Except as permitted under the Exchange Act and disclosed in the Company SEC Reports, neither the Company nor any untrue statement of its Affiliates has made, arranged or modified any extensions of credit in the form of a material fact personal loan to any director or omit to state any material fact required to be stated therein or necessary in order to make the statements made in light executive officer of director of the circumstances under which they were made, not misleadingCompany or any of their respective Affiliates.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file and its Subsidiaries have filed each report and definitive proxy statement (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2011 (as such documents have since the time of their filing been amended or supplemented, the Securities Act and should any error or omission in a previously filed “Company SEC Report be identifiedReports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company will make any required filings or amendments necessary SEC Reports (i) complied as to complete form in all material respects with the Proxy Statement requirements of the Exchange Act, and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, or in each case, the notes, if amended after any, thereto) included in the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report will comply Reports complied as to form in all material respects with the applicable requirements published rules and regulations of the Exchange Act SEC with respect thereto, 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 and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the Securities Act, as absence of complete footnotes) in all material respects the case may be. As consolidated financial position of the Company and its filing date or, if amended after the date of this Agreement, consolidated Subsidiaries as of the date respective dates thereof and the consolidated results of their operations and cash flows for the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingrespective periods then ended.

Company SEC Reports. From (a) Since March 1, 2021 and through the date of this Agreement to the Effective TimeAgreement, the Company will has filed on a timely file basis all forms, reports and documents with the SEC all Company SEC Reports that have been required to be filed by it under pursuant to applicable Laws prior to the Exchange Act or date of this Agreement (the Securities Act and should any error or omission in a previously filed “Company SEC Reports”). (b) Each Company SEC Report be identifiedcomplied, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. As as of its filing datedate (or, or if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseded filing), each such Company SEC Report will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and or the Securities Sxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date that such Company SEC Report was filed (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing). As of its filing date (or, if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseded filing), each such Company SEC Report filed pursuant to the Exchange Act will did 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 the light of the circumstances under which they were made, not misleading. Each Company SEC Report ; provided, however, in each case, that no representation is a registration statement, made as amended or supplemented, if applicable, filed after the date of this Agreement pursuant to the Securities Act, as accuracy of any financial projections or forward-looking statements filed or furnished by the Company with the SEC. (c) No Subsidiary of the date such registration statement Company is required to file any forms, reports or amendment became effective after to documents with the SEC. (d) As of the date of this Agreement, will not contain any untrue statement of a material fact there are no outstanding or omit unresolved comments with respect to state any material fact required to be stated therein the Company or necessary the Company SEC Reports noted in order to make comment letters or other correspondence received by the statements made in light Company or its attorneys from the SEC. To the Knowledge of the circumstances under which they were madeCompany, not misleadingas of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review.

Company SEC Reports. From the date of this Agreement to the Effective TimeThe Company has timely filed or furnished all reports, the Company will timely file with the SEC all Company SEC Reports schedules, forms, statements and other documents required to be filed or furnished by it under with the Securities and Exchange Commission (the “SEC”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least four (4) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Securities Xxxxxxxx-Xxxxx Act and should with respect to any error or omission in a previously filed Company SEC Report be identifiedReport. None of the reports, schedules, forms, statements and other documents filed or furnished by the Company will make with the SEC since January 1, 2007 (the “Company SEC Reports”), including any required filings financial statements or amendments necessary schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least four (4) Business Days prior to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain date hereof, contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this Agreement, as there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. None of the date of the last such amendment, each such Company SEC Report will comply in all material respects Company’s Subsidiaries is required to file periodic reports 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 Reports. From the date of this Agreement (a) The Company has filed with or furnished to the Effective TimeSEC, the Company will on a timely file basis, each report, definitive proxy statement and other documents (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed or furnished by it the Company with the SEC pursuant to the Exchange Act since December 31, 2013 (as such documents have since the time of their filing been amended or supplemented and, in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Reports”). As of their respective effective dates (in the case of registration statements), as of their respective dates of mailing (in the case of definitive proxy statements) and as of their respective filing dates (in the case of all other Company SEC Reports), after giving effect to any amendments or supplements thereto filed on or prior to the date hereof, the Company SEC Reports (i) 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”), as the case may be, and the rules and regulations of the SEC thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Subsidiaries of the Company is, or has been at any time since December 31, 2013, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act or is otherwise required to file any reports, proxy statements or other documents with the SEC. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, 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 as permitted by Regulation S-X, and except with respect to unaudited statements as permitted by Form 10-Q or Form 8-K of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal and recurring year-end adjustments, which, individually or in the aggregate, were not and would not be reasonably expected to be material, and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (c) The management of the Company has (i) implemented and maintains (x) disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and should any error or omission reported within the time periods specified in a previously filed Company the rules and forms of the SEC Report be identified, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company will and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports and (y) a system of internal control over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors of the Company (X) any required filings significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (Y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee since December 31, 2013. (d) The Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company stockholders meeting to approve and adopt this Agreement and the Merger (the “Company Stockholders Meeting”) and any amendments necessary or supplements thereto (the “Proxy Statement”), to complete be sent to the stockholders of the Company in connection with the Company Stockholders Meeting (including any amendment or supplement or document incorporated by reference) shall not, on the date the Proxy Statement and ensure that neither such filings nor (including any amendment or supplement thereto) is first distributed to stockholders of the Proxy Statement Company or at the time of the Company Stockholders Meeting, 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. As of its filing dateThe Proxy Statement will, or if amended after on the date of this Agreement, as the Proxy Statement (including any amendment or supplement thereto) is first distributed to stockholders of the date Company or at the time of the last such amendmentCompany Stockholders Meeting, each such Company SEC Report will comply as to form in all material respects with the applicable requirements of the Exchange Act and Act. Notwithstanding the Securities Actforegoing, 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 Report filed pursuant makes no representation with respect to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingProxy Statement.

Company SEC Reports. From (a) Except as set forth in Section 4.7 of the date of this Agreement to the Effective TimeCompany Disclosure Letter, the Company will has filed on a timely file basis with the SEC all Company SEC Reports forms, documents and reports required to be filed or furnished prior to the date hereof by it under with the Exchange SEC since February 1, 2005 (the “Company SEC Reports”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports complied in all material respects with the requirements of the Sxxxxxxx-Xxxxx Act or of 2002 (the “Sxxxxxxx-Xxxxx Act”), the Securities Act and/or the Exchange Act, as the case may be, and should any error or omission in a previously filed the applicable rules and regulations promulgated thereunder, and none of the Company SEC Report be identified, Reports at the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain time they were filed contained any untrue statement of a material fact or omit omitted 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, or are to be made, not misleading. As of its filing date, or if amended after the date of this Agreement, as there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports and, to the Company’s Knowledge, none of the date Company SEC Reports is the subject of an ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the last such amendment, each such Company included in the Company SEC Report will comply Reports fairly present in all material respects with the applicable requirements consolidated financial position of the Exchange Act Company and its consolidated Subsidiaries as at the Securities Actrespective dates thereof and their consolidated results of operations and 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) in conformity with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as the case may be. As of its filing date or, if amended after the date of this Agreement, as permitted by Form 10-Q of the date of SEC) applied on a consistent basis during the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to periods involved (except as may be stated indicated 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 Report 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 misleadingnotes thereto).

Company SEC Reports. From the date of this Agreement to the Effective Time(a) Since December 31, 2003, the Company will and its Subsidiaries have filed or furnished, as applicable, on a timely file basis, each registration statement, prospectus, definitive proxy statement or information statement, form, report, schedule and other document (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company pursuant to the Exchange Act or the Securities Act and should or comparable foreign Law or regulation with the SEC or any error comparable foreign regulatory authority or omission in a previously filed exchange (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Report be identifiedReports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company will make any required filings SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act or amendments necessary to complete the Proxy Statement Securities Act, as applicable, and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 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 Report will 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the Company SEC Report that is a registration statementReports, as amended at the time of its filing, complied, or supplementedif not yet filed, if applicablewhen so filed will comply, filed after in all material respects with the date applicable requirements of this Agreement pursuant to the Securities Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the date such registration statement or amendment became effective after “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder, applicable to the Company SEC Reports. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports, and (ii) to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing review, comment or investigation by the SEC. None of the Subsidiaries of the Company are, or have been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, 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 and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments (that will not contain any untrue statement be material) and the absence of a material fact or omit to state any material fact required to be stated therein or necessary in order to make complete footnotes) the statements made in light consolidated financial position of the circumstances under which they were made, not misleadingCompany or its predecessor and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. From The Company has timely filed with the date of this Agreement to Securities and Exchange Commission (the Effective Time"SEC"), and has heretofore made available (provided that all documents filed by the Company will timely file electronically with the SEC all Company SEC and publicly available prior to the date hereof shall be deemed available) to Parent true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including without limitation its Annual Reports to Stockholders to the extent incorporated by reference in certain of such reports, required to be filed by it with the SEC since January 1, 1999 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act (collectively, the "COMPANY SEC REPORTS"). As of the respective dates each Company SEC Report was filed, such Company SEC Report filed on or prior to the date of this Agreement, including without limitation any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and should any error the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) did not at the time it was filed (or omission in if amended or superceded by a previously filed Company SEC Report be identifiedfiling prior to the date of this Agreement, then as and on the Company will make any required filings date so amended or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement superceded) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 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 Report will 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each contract, lease, indenture, agreement, arrangement or understanding to which the Company SEC Report is a party 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 filed with the statements made in light of the circumstances under which they were made, not misleadingSEC has been timely filed.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file has filed with the SEC all Company SEC true and complete copies of each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports, required to be filed by it with the SEC since December 31, 2004, under the Securities Act or the Exchange Act (the forms, documents, statements and reports filed with or furnished to the Securities Act SEC since December 31, 2004, and should any error those filed with or omission in a previously filed Company furnished to the SEC Report be identified, the Company will make any required filings or amendments necessary subsequent to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. As of its filing date, or if amended after the date of this Agreement, if any, including any amendments thereto, collectively, the “Company SEC Reports”). As of the respective dates the Company SEC Reports were filed (or, if any such Company SEC Reports filed prior to the date of this Agreement were amended, as of the date of the last such amendmentamendment filed with the SEC at least two business days prior to the date of this Agreement), each such Company SEC Report Report, including any financial statements or schedules included therein, (a) complied or, if filed or furnished to the SEC after the date of this Agreement, will comply in all material respects with the all applicable requirements of the Exchange Securities Act and the Securities Exchange Act, as the case may be. As of its filing date , and the applicable rules and regulations promulgated thereunder, and (b) did not or, if amended after the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report filed pursuant or furnished to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No event since the date of the last Company SEC Report has occurred that would require the Company to file a Current Report on Form 8-K other than the execution of this Agreement. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC staff with respect to any Company SEC Reports. (b) The chief executive officer and chief financial officer of the Company have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the matters certified) as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct; neither the Company nor its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn. The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-14(c) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for preparing the Company’s SEC filings and other public disclosure and the Company is otherwise in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing standards, rules and regulations of, and the agreement with, The American Stock Exchange.

Company SEC Reports. From (a) The Company previously has made available to Buyer (i) its Annual Report on Form 10-K for the year ended May 31, 2005 (the "Company 10-K"), as filed with the SEC, (ii) all proxy statements relating to the Company's meetings of shareholders held or to be held after May 31, 2005 and (iii) all other documents filed by the Company with, or furnished by the Company to, the SEC under the Exchange Act since January 1, 2003 and prior to the date of this Agreement (the "Company SEC Reports"). The Company SEC Reports were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, the Xxxxxxxx-Xxxxx Act (to the Effective Timeextent applicable) and, in each case, the rules and regulations promulgated thereunder. As of their respective dates, such documents complied in all material respects, and all documents filed by the Company will timely file with the SEC all Company (the "SEC Reports required to be filed by it Documents") under the Exchange Act between the date of this Agreement and the Closing Date shall comply, in all material respects, with applicable SEC requirements and did not, or in the Securities Act and should any error case of documents filed on or omission in a previously filed Company SEC Report be identifiedafter the date hereof will not, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this Agreement, as The parties agree that any failure of the date of the last such amendment, each such Company SEC Report will 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 Report filed pursuant Company's chief executive officer or chief financial officer to the Exchange Act will not contain provide any untrue statement of a material fact or omit to state any material fact certification required to be stated therein or necessary in order to make filed with any document filed with the statements made thereinSEC shall constitute an event that has a Company Material Adverse Effect. On and since January 1, in light of 2003, the circumstances under which they were madeCompany has timely filed, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed after and between the date of this Agreement and the Closing Date shall timely file, with the SEC all documents required to be filed by it under the Exchange Act. No Subsidiary is required to file any form, report or other document with the SEC. (b) The Company has made available to Buyer a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, if any, to (i) Contracts which have been filed by the Company with the SEC since January 1, 2003 pursuant to the Securities Act, as of Act and Exchange Act and (ii) the date such registration statement or amendment became effective after Company SEC Reports filed prior to the date of this Agreement, will not contain any untrue statement of a material fact or omit hereof. The Company has timely responded to state any material fact required to be stated therein or necessary in order to make the statements made in light all comment letters and other correspondence of the circumstances under which they were madeSEC relating to the SEC Documents, and the SEC has not misleadingnotified the Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company has provided to Buyer true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other, occurring since January 1, 2003 and prior to the date hereof and shall, reasonably promptly following the receipt thereof, provide to Buyer any such correspondence sent or received after the date hereof. None of the SEC Documents is the subject of ongoing SEC review or outstanding SEC comment.

Company SEC Reports. From the date of this Agreement to the Effective Time(a) Since January 1, 2017, the Company will has timely file filed with or otherwise furnished to the SEC (as applicable), the ISA and TASE all Company SEC Reports forms, reports, schedules, statements, registrations, proxy statements and other documents (including exhibits and other information incorporated therein) required to be so filed or furnished (as applicable) by it under Applicable Law, including any amendments, modifications or supplements thereto (collectively, the Exchange Act or the Securities Act and should any error or omission in a previously filed “Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. Reports”). (b) As of its filing datedate (or, if amended, modified or if amended after the date of this Agreementsupplemented, as of the date of the last such most recent amendment, modification or supplement filed prior to the date hereof), each such Company SEC Report will comply (i) complied as to form in all material respects with the applicable requirements of the Exchange Act Applicable Laws, 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 Report filed pursuant to the Exchange Act will (ii) did 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. Each Company SEC Report 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. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters from the staff of the SEC or the ISA received by the Company or its Subsidiaries relating to any of the Company SEC Reports, and the Company has not received any written inquiry or information request from the SEC or the ISA as to any matters affecting the Company that has not been fully resolved. To the knowledge of the Company, none of the Company SEC reports are subject to ongoing SEC or ISA review and there is no pending or, to the knowledge of the Company, threatened investigation being conducted by the SEC or the ISA with respect to any of the Company SEC Reports. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC and ISA received since January 1, 2017 through the date of this Agreement relating to the Company SEC Reports and all written responses of the Company thereto through the date of this Agreement. (d) None of the Company’s Subsidiaries is required pursuant to any Applicable Law to file any forms, reports, schedules, statements or other documents with the SEC, the ISA or TASE. (e) The Company has at all times since January 1, 2017 been a “foreign private issuer” as such term is defined in Rule 3b-4 promulgated under the Exchange Act. (f) Neither the Company nor any of its Subsidiaries has extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company in violation of Section 402 of the Saxxxxxx-Xxxxx Xct. (g) Since January 1, 2017, no principal executive officer or principal financial officer of the Company (or any former principal executive officer or former principal financial officer of the Company, as applicable) has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the Saxxxxxx-Xxxxx Xct or any related rules and regulations promulgated by the SEC, ISA, Nasdaq or TASE with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Since January 1, 2017, neither the Company nor any of its principal executive officers or principal financial officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. For purposes of this Section 3.6(g), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Saxxxxxx-Xxxxx Xct. (h) Since the date of the Balance Sheet, there has been no transaction or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date hereof, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or will be a party, that would be required to be disclosed under Item 7.B. (“Related party transactions”) of Form 20-F under the Exchange Act that has not been disclosed in the Company SEC Reports publicly filed or furnished with the SEC following the date of the Balance Sheet. (i) The Company maintains disclosure controls and procedures designed to ensure that it files with the ISA and TASE on a timely basis all Company SEC Reports and all other documents required to be so filed by the Company pursuant to Applicable Law. (j) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq and the TASE and with the corporate governance and other applicable provisions of the ICL.

Company SEC Reports. From (i) Each report, registration statement, certification and definitive proxy statement which was required to be filed or furnished by the Company with the SEC since December 31, 2009 (the “Company SEC Reports”) did not at the time it was filed or furnished (and if amended or superseded by a filing prior to the date of this Agreement to Agreement, then on the Effective Time, the Company will timely file with the SEC all Company SEC Reports required to be filed by it under the Exchange Act date of such filing and as so amended or the Securities Act and should any error or omission in a previously filed Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement superseded) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. . (ii) As of its filing date, or if amended after the date of this Agreement, to the Knowledge of the Company, there are no unresolved SEC comments with respect to the Company SEC Reports. (iii) The financial statements of the Company contained in the Company SEC Reports (A) were prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (B) fairly present, in all material respects, the financial position and consolidated results of operations and cash flows, as the case may be, of the Company and its Subsidiaries as of their respective dates or for the date of respective periods set forth therein, except that the last such amendmentunaudited interim financial statements were, each such are or will be subject to normal adjustments as will not be material to the Company SEC Report and its Subsidiaries, taken as a whole, and (C) complied or will comply as to form in all material respects with the applicable requirements published rules and regulations 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingwith respect thereto.

Company SEC Reports. From the date of this Agreement (a) The Company has filed with or furnished to the Effective Time, the Company will timely file with the SEC all Company SEC Reports forms, reports and documents that have been required to be filed or furnished by it under applicable Legal Requirements since January 1, 2006 (all such forms, reports and documents, together with all exhibits and schedules thereto, the Exchange Act or the Securities Act and should any error or omission in a previously filed “Company SEC Reports”). Each Company SEC Report be identifiedcomplied, or will comply, as the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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 thereincase may be, in light of the circumstances under which they were made, not misleading. As 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 Report will comply to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules or regulations thereto or the Exchange Act and the Securities Act, as the case may be, each as in effect on the date such Company SEC Report was filed or furnished. As of its filing date (or, if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseded filing), each such Company SEC Report filed pursuant to the Exchange Act will did 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. Each Company SEC Report 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. (b) The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2006 relating to the Company SEC Reports, together with all written responses of the Company thereto. There are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC. (c) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC by the Company since January 1, 2006 was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and/or chief financial officer, as required, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. None of the Company, any current executive officer of the Company or, to the Company’s Knowledge, any former executive officer of the Company has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Reports filed prior to the date of this Agreement.

Company SEC Reports. From The Company has filed or furnished with the SEC all forms, reports and other documents required to be filed or furnished by the Company with the SEC pursuant to applicable law (collectively, including all exhibits thereto, the “Company SEC Reports”) since September 22, 2021, and prior to the date hereof. As of their respective filing dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement to the Effective TimeAgreement, the Company will timely file SEC Reports complied in all material respects as to form with the requirements of the Securities Act, the Exchange Act, and the respective rules and regulations of the SEC all promulgated thereunder applicable to such Company SEC Reports, and, except to the extent that information contained in such Company SEC Report has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Report, none of the Company SEC Reports required when filed or furnished (or, if amended or superseded by a filing prior to be filed by it under the Exchange Act date of this Agreement, on the date of such amended or the Securities Act and should any error or omission in a previously filed Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain superseded filing) contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this Agreement, as None of the date of the last such amendmentCompany Subsidiaries is required to file any forms, each such Company SEC Report will comply in all material respects reports or other documents with the applicable requirements SEC pursuant to Section 13 or 15 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 Reports. From (i) Other than as set forth on Section 3.01(e)(i) of the date of this Agreement to the Effective TimeCompany Disclosure Schedule, the Company will has timely file filed with or furnished to the SEC all Company SEC Reports forms, reports, statements, certifications and other documents required to be filed by it under with the Exchange SEC since January 1, 2012 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act or of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Securities Act and should any error or omission in a previously filed the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Report be identifiedDocuments, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the Company will make any required filings or amendments necessary date of the filing of such amendment, with respect to complete the Proxy Statement and ensure disclosures that neither such filings nor the Proxy Statement contain are amended) contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As . (ii) Each of its the audited consolidated financial statements and unaudited consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules), as of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing datedates (in the case of all other Company SEC Documents), or if amended after complied in all material respects with all applicable published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC), were prepared in accordance with generally accepted accounting principles in the United States consistently applied (“GAAP”) and applicable published rules and regulations of the SEC consistently applied during the periods involved (except (A) with respect to financial statements included in Company SEC Documents filed as of the date of this Agreement, as may be indicated in the notes thereto, or (B) as permitted by the rules and regulations of the date of the last such amendmentSEC, each such Company SEC Report will comply including Regulation S-X), and fairly present in all material respects in accordance with GAAP the applicable requirements consolidated financial position of the Exchange Act Company and its consolidated Subsidiaries (the “Consolidated Company”) as of the dates thereof and the Securities Actconsolidated statements of operations, changes in stockholders’ equity and cash flows of such companies as of the case may bedates and for the periods shown therein. As of its filing date or, if amended after the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. (iii) Other than as set forth on Section 3.01(e)(iii) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any liabilities or obligations of any nature (whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether absolute or contingent or otherwise and whether due or to become due) and there is no existing condition, situation or set of circumstances that would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities or obligations (A) reflected or reserved against on the consolidated balance sheet, including the notes thereto (the “Balance Sheet”) of the Company as of June 30, 2015 (the “Balance Sheet Date”) included in the Company SEC Documents, (B) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, or (C) as specifically contemplated by this Agreement or otherwise in connection with the consummation of the Transactions, including those transaction fees set forth on Section 3.01(e)(iii) of the Company Disclosure Schedule. (iv) Other than as set forth on Section 3.01(e)(iv) of the Company Disclosure Schedule or as described in the Company’s Form 10-K for the year ended December 31, 2014 and its Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015: (a) since January 1, 2012, the Company has designed and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act; (b) the Company’s disclosure controls and procedures are designed to ensure that all information (both financial and nonfinancial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act; (c) the Company’s management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Documents that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the date end of the last period covered by such amendmentreport or amendment based on such evaluation, each such and (d) based on Company SEC Report filed pursuant management’s most recently completed evaluation of the Company’s internal control over financial reporting, (1) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) the Company does not have any Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2012, to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light Knowledge of the circumstances under which they were madeCompany, not misleadingno executive officer or director of the Company has received or otherwise had or obtained knowledge of, and to the Knowledge of the Company, no auditor, accountant, or representative of the Company has provided written notice to the Company or any executive officer or director of, any substantive complaint or allegation that the Company or any Company Subsidiary has engaged in improper accounting practices. Each For the purposes of this Section 3.01(e)(iv), the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2007-005A of the Public Company SEC Report that is a registration statementAccounting Oversight Board, as amended or supplemented, if applicable, filed after in effect on 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 misleadinghereof.

Company SEC Reports. From the date of this Agreement to the Effective Time(a) The Company has timely filed or furnished, the Company will timely file with the SEC as applicable, all Company SEC Reports reports, schedules, forms, statements and other documents required to be filed or furnished by it under the Company with the SEC since April 1, 2021 through the date hereof, pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed or furnished, as applicable, prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, collectively, the “Company SEC Reports”), each of which complied at the time of filing or furnishing, as applicable, in all material respects with all applicable requirements of the Securities Act and should any error the Exchange Act, as applicable, in each case as in effect on the dates such forms, reports and documents were filed or omission in a previously filed furnished. As of its respective date, and if amended, as of the date of the last such amendment, no Company SEC Report be identifiedReport, the Company will make any required filings when filed or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain furnished, contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All exhibits that are required to be included as part of or specifically identified in the Company SEC Reports, are so included or specifically identified. True and complete copies of the Company SEC Reports are available for public access via the SEC’s XXXXX system. (b) As of its filing datetheir respective dates, the consolidated financial statements included or if amended after incorporated in the date of this Agreement, as of the date of the last such amendment, each such most recent Company SEC Report will comply Reports (the “Financial Statements”), and the related notes, complied as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Exchange Act SEC with respect thereto. The Financial Statements and the Securities Actrelated notes have been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee, consistently applied, during the periods involved (except as may be otherwise indicated in the Financial Statements or the notes thereto) and fairly present in all material respects the consolidated financial position and the results of the operations of the Company and its Subsidiaries, retained earnings (loss), and cash flows, as the case may be. As of its filing date or, if amended after for the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act 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 thereinperiods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleading. Each Company SEC Report 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 misleadingnormal and recurring year-end audit adjustments).

Company SEC Reports. From (a) Since January 1, 2013 (the date of this Agreement to the Effective Time“Applicable Date”), the Company will has filed or furnished, as applicable, on a timely file with the SEC basis all Company SEC Reports forms, statements, certifications, reports, and documents required to be filed or furnished by it under with the SEC pursuant to the Exchange Act or the Securities Act (such forms, statements, certifications, reports, and should documents, including any error amendments thereto, whether filed or omission in a previously filed furnished before or after the date hereof, the (“Company SEC Report be identifiedReports”). Each of the Company SEC Reports, at the time of its filing or being furnished, complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder and any other Laws applicable to the Company SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company SEC Reports did not, and any Company SEC Reports filed or furnished with the SEC subsequent to the date hereof will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement not, contain any untrue statement of a material fact or omit to state any 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. As of its filing date, or if amended after the date of this Agreementhereof, as there are no material outstanding or unresolved comments received from the SEC with respect to any of the date of the last such amendment, each such Company SEC Report will comply Reports. (b) Since the Applicable Date, the Company has been and is in compliance in all material respects with the applicable requirements provisions of (i) the Xxxxxxxx-Xxxxx Act, (ii) the Exchange Act and the rules and regulations promulgated thereunder, and (iii) the Securities ActAct and the rules and regulations promulgated thereunder. (c) Since the Applicable Date, each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules and as amended by subsequent Company SEC Reports) fairly presents in all material respects, or, in the case of Company SEC Reports filed after the date hereof, will fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of stockholders’ equity, operations and cash flows included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects, or in the case of Company SEC Reports filed after the date hereof, will fairly present in all material respects, the financial position, results of operations and cash flows, as the case may be. As , of the Company and its filing date orconsolidated Subsidiaries for the periods set forth therein (subject, if amended after in the case of unaudited statements, to notes and year-end adjustments), in each case in accordance with GAAP as in effect on the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact balance sheet 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. Each Company SEC Report that is a registration statement, except 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 may be stated therein or necessary in order to make the statements made in light of the circumstances under which they were made, not misleadingnoted therein.

Company SEC Reports. From Except as set forth in Section 6.7 of the date of this Agreement to the Effective TimeCompany Disclosure Schedule, since January 1, 2003, the Company will timely file has filed all forms, reports and documents with the SEC all Company SEC Reports required to be filed by it under pursuant to the Exchange Act or federal securities Laws, all of which complied as of their respective dates in all material respects with all applicable requirements of the Securities Act and should any error or omission in a previously filed Company SEC Report be identifiedthe Exchange Act and the rules and regulations promulgated thereunder. As of their respective dates, the Company SEC Reports did not, and all such documents filed with the SEC after the date hereof will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As Except as set forth in the Company SEC Reports or Section 6.7 of its filing datethe Company Disclosure Schedule, or if amended after the date Company has made all certifications and statements required by Sections 302 and 906 of this Agreementthe Sxxxxxxx-Xxxxx Act of 2002, as of the date of the last such amendmentamended, each such Company SEC Report will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as related rules and regulations promulgated thereunder with respect to 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 Report filed Company’s filings pursuant to the Exchange Act will not contain any untrue statement of Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to the Company, including its Subsidiaries, is made known on a material fact or omit timely basis to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light individuals responsible for the preparation of the circumstances under which they were madeCompany’s filings with the SEC and other public disclosure documents. Without limiting the generality of the foregoing, not misleading. Each and except as set forth in Section 6.7 of the Company SEC Report that is Disclosure Schedule (a) the Company has established and maintains a registration statement, as amended or supplemented, if applicable, filed after the date system of this Agreement pursuant internal accounting control over financial reporting sufficient to comply with all legal and accounting requirements applicable to the Securities ActCompany, as (b) the Company has disclosed, based on its most recent evaluation of internal controls, to the Company’s auditors and its audit committee, (i) any significant deficiencies and material weaknesses in the design or operation of its internal accounting controls which are reasonably likely to materially and adversely affect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud known to the Company that involves management or other Employees who have a significant role in internal controls, and (c) the Company has not received any complaint, allegation, assertion or claim in writing regarding the accounting practices, procedures, methodologies or methods of the date Company or its internal accounting controls over financial reporting, including any such registration statement complaint, allegation, assertion or amendment became effective after to claim that the date of this Agreement, will not contain any untrue statement of a material fact Company has engaged in questionable accounting 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 misleadingauditing practices.

Company SEC Reports. From (a) Since July 1, 2009, the Company has filed or furnished all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were required to be filed or furnished by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed or furnished during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the "Company SEC Reports"). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing or furnishing date (or, in each case, if amended or superseded on the date of such amended or superseded filing (but, with respect to Company SEC Reports filed prior to the date hereof, only if amended or superseded prior to the date of this Agreement to the Effective TimeAgreement)), the Company will timely file with the SEC all (i) each Company SEC Reports required to be Report complied when filed by it under or furnished (or amended or superseded, if applicable) in all material respects with all applicable Laws, including the applicable requirements of the Securities Act, the Exchange Act or and the Securities Act and should any error or omission Sxxxxxxx-Xxxxx Act, each as in a previously filed effect on the date such Company SEC Report be identifiedwas filed, the furnished, mailed or declared effective, as applicable, and (ii) no Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain SEC Report contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As True and correct copies of all Company SEC Reports filed or furnished prior to the date hereof are publicly available in the Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of the SEC. None of the Company's Subsidiaries has ever been required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing date, or if amended after the date of this Agreement, as of the date of the last such amendment, each such any Company SEC Report will comply Reports that has not been corrected or otherwise rectified. (b) The Company is in compliance in all material respects with the applicable requirements rules and regulations of the Exchange Act FINRA and the Securities ActNASDAQ, as the in each 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 Report filed pursuant that are applicable to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingCompany.

Company SEC Reports. From (a) Since July 1, 2009, the Company has filed or furnished all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that were required to be filed or furnished by it under applicable Law (all such forms, reports, statements, schedules and other documents, together with any documents filed or furnished during any such periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the "Company SEC Reports"). As of its effective date (in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its filing or furnishing date (or, in each case, if amended or superseded on the date of such amended or superseded filing (but, with respect to Company SEC Reports filed prior to the date hereof, only if amended or superseded prior to the date of this Agreement to the Effective TimeAgreement)), the Company will timely file with the SEC all (i) each Company SEC Reports required to be Report complied when filed by it under or furnished (or amended or superseded, if applicable) in all material respects with all applicable Laws, including the applicable requirements of the Securities Act, the Exchange Act or and the Securities Act and should any error or omission Xxxxxxxx-Xxxxx Act, each as in a previously filed effect on the date such Company SEC Report be identifiedwas filed, the furnished, mailed or declared effective, as applicable, and (ii) no Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain SEC Report contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As True and correct copies of all Company SEC Reports filed or furnished prior to the date hereof are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. None of the Company's Subsidiaries has ever been required to file any forms, reports, statements, schedules or other documents (including exhibits) with the SEC. Neither the Company nor any of its executive officers has received notice from any Government challenging or questioning the accuracy, completeness, form or manner of filing date, or if amended after the date of this Agreement, as of the date of the last such amendment, each such any Company SEC Report will comply Reports that has not been corrected or otherwise rectified. (b) The Company is in compliance in all material respects with the applicable requirements rules and regulations of the Exchange Act FINRA and the Securities ActNASDAQ, as the in each 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 Report filed pursuant that are applicable to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingCompany.

Company SEC Reports. From the date of this Agreement to the Effective TimeSince December 31, 2008, the Company will timely file has filed all forms, reports and documents with the SEC all Company SEC Reports that have been required to be filed by it under applicable Laws prior to the Exchange date hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with all exhibits and schedules thereto, the “Company SEC Reports”). As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with the applicable requirements of the Securities Act or the Securities Act and should any error or omission Exchange Act, as the case may be, each as in a previously filed effect on the date such Company SEC Report be identifiedwas, or will be, filed, and (b) each Company SEC Report did not, and will not, as the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement case may be, 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 the light of the circumstances under which they were made, not misleading. As True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing date, or if amended after of such certifications. Since the date of this Agreement, as enactment of the date Sxxxxxxx-Xxxxx Act, the Company and each of its officers, and, to the Knowledge of the last such amendmentCompany each of its directors, each such Company SEC Report will comply have been and are in compliance in all material respects with (A) the applicable requirements provisions of the Exchange Sxxxxxxx-Xxxxx Act and the Securities Act, as rules and regulations promulgated thereunder and (B) the case may be. As applicable listing and corporate governance rules and regulations 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingNasdaq.

Company SEC Reports. From the date of this Agreement to the Effective TimeSince January 1, 2016, the Company will has timely file filed all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) with or furnished to, as applicable, the SEC all Company SEC Reports that have been required to be filed or furnished by it under pursuant to applicable Laws (as amended or supplemented, the Exchange Act or the Securities Act and should any error or omission in a previously filed “Company SEC Reports”). Each Company SEC Report be identifiedcomplied, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. As 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 Report will comply 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 thereunder applicable to such Company SEC Reports, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseded filing), each such Company SEC Report Report, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed pursuant (or, if amended or superseded by a filing prior to the Exchange Act will date of this Agreement, on the date of such amended or superseded filing) did 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 the light of the circumstances under which they were made, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed after the date As 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 there are no outstanding or omit unresolved comments in comment letters received from the SEC with respect 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 misleadingCompany SEC Reports.

Company SEC Reports. From (i) Other than as set forth on Schedule 3.01(e)(i) of the date of this Agreement to the Effective TimeCompany Disclosure Letter, the Company will has timely file filed with or furnished to the SEC all Company SEC Reports forms, reports, statements, certifications and other documents (including exhibits and all other information incorporated by reference) required to be filed by it under with the Exchange SEC since January 1, 2013 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). The Company has made available to Parent (including via the SEC’s XXXXX system) all such Company SEC Documents that it has filed or furnished prior to the date hereof. As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act or of 1933, as amended (including the rules and regulations promulgated thereunder), the “Securities Act”) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Securities Act and should any error or omission in a previously filed the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Report be identifiedDocuments, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the Company will make any required filings or amendments necessary date of the filing of such amendment, with respect to complete the Proxy Statement and ensure disclosures that neither such filings nor the Proxy Statement contain are amended) contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As None of its the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. (ii) Each of the audited consolidated financial statements and unaudited consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules), as of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing datedates (in the case of all other Company SEC Documents), or if amended after complied as to form in all material respects with all applicable published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States consistently applied (“GAAP”) and applicable published rules and regulations of the SEC consistently applied during the periods involved (except (A) with respect to financial statements included in Company SEC Documents filed as of the date of this Agreement, as may be indicated in the notes thereto, or (B) as permitted by the rules and regulations of the date of the last such amendmentSEC, each such Company SEC Report will comply including Regulation S-X, as applicable), and fairly present in all material respects with the applicable requirements consolidated financial position of the Exchange Act Company and the Securities Act, as the case may be. As of its filing date or, if amended after the date of this Agreement, consolidated Subsidiaries as of the date dates thereof and the consolidated statements of operations, changes in shareholders’ equity and cash flows of such companies as of the last such amendmentdates and for the periods shown therein. (iii) Other than as set forth on Schedule 3.01(e)(iii) of the Company Disclosure Letter, each such neither the Company SEC Report filed pursuant nor any Company Subsidiary has any liabilities or obligations of any nature (whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether absolute or contingent or otherwise and whether due or to the Exchange Act will not contain any untrue statement become due) and there is no existing condition, situation or set of a material fact or omit to state any material fact circumstances that would be required to be stated therein reflected or necessary in order to make the statements made therein, in light reserved against on a consolidated balance sheet of the circumstances under which they were madeCompany prepared in accordance with GAAP or the notes thereto, not misleading. Each except liabilities or obligations (A) reflected or reserved against on the consolidated balance sheet, including the notes thereto (the “Balance Sheet”) of the Company as of June 30, 2015 (the “Balance Sheet Date”) included in the Company SEC Report that is a registration statementDocuments, as amended or supplemented, if applicable, filed (B) incurred after the date Balance Sheet Date in the ordinary course of business consistent with past practice, (C) as specifically contemplated by this Agreement pursuant or otherwise in connection with the Transactions, including those transaction fees set forth on Schedule 3.01(e)(iii) of the Company Disclosure Letter, or (D) as would not reasonably be expected to be material to the Securities Company and its Subsidiaries taken as a whole. (iv) Since January 1, 2013, the Company has designed and maintained disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act, ) as required by Rules 13a-15 and 15d-15 under the Exchange Act. The system of internal controls over financial reporting is sufficient to provide reasonable assurance regarding the date such registration statement or amendment became effective after to reliability of financial reporting and the date preparation 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 financial statements for external purposes in order to make the statements made in light of the circumstances under which they were made, not misleading.accordance with

Company SEC Reports. From the date of this Agreement to the Effective TimeSince December 31, 2008, the Company will timely file has filed all forms, reports and documents with the SEC all Company SEC Reports that have been required to be filed by it under applicable Laws prior to the Exchange Act date hereof, and the Company will timely file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with all exhibits and schedules thereto, the “Company SEC Reports”). As of its filing date (or, if amended or superseded by a filing prior to the Securities Act and should any error date of this Agreement, on the date of the last such amendment or omission in a previously filed superseding filing), (a) each Company SEC Report be identifiedcomplied, or will comply, as the case may be, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date such Company SEC Report was, or will make any required filings or amendments necessary to complete be, filed, and (b) each Company SEC Report did not, and will not, as the Proxy Statement and ensure that neither such filings nor the Proxy Statement case may be, 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 the light of the circumstances under which they were made, not misleading. As True and correct copies of its filing date, or if amended after all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of this Agreementthe SEC. The Company has delivered or made available to Parent complete and correct copies of all material correspondence between the SEC, on the one hand, and the Company, on the other hand, occurring since December 31, 2008. There are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. Except as disclosed on Section 3.8 of the Company Disclosure Letter, to the Knowledge of the Company, as of the date hereof, none of the last such amendment, each such Company SEC Report will comply Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is required to file any forms, reports, registrations, statements or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since the enactment of the Xxxxxxxx-Xxxxx Act, the Company and each of its officers, and, to the Knowledge of the Company each of its directors, have been and are in compliance in all material respects with (A) the applicable requirements provisions of the Exchange Xxxxxxxx-Xxxxx Act and the Securities Act, as rules and regulations promulgated thereunder and (B) the case may be. As applicable listing and corporate governance rules and regulations 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingNasdaq.

Company SEC Reports. From (i) Other than as set forth on Section 3.01(e)(i) of the date of this Agreement to the Effective TimeCompany Disclosure Schedule, the Company will has timely file filed with or furnished to the SEC all Company SEC Reports forms, reports, statements, certifications and other documents required to be filed by it under with the Exchange Act or SEC since January 1, 2015 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents 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), the Company SEC Documents complied in all material respects with the requirements of the Securities Act and should any error or omission in a previously filed the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Report be identifiedDocuments, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the Company will make any required filings or amendments necessary date of the filing of such amendment, with respect to complete the Proxy Statement and ensure disclosures that neither such filings nor the Proxy Statement contain are amended) contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As . (ii) Each of its the audited consolidated financial statements and unaudited consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules), as of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing datedates (in the case of all other Company SEC Documents), or if amended after complied in all material respects with all applicable published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC), were prepared in accordance with generally accepted accounting principles in the United States consistently applied (“GAAP”) and applicable published rules and regulations of the SEC consistently applied during the periods involved (except (A) with respect to financial statements included in Company SEC Documents filed as of the date of this Agreement, as may be indicated in the notes thereto, or (B) as permitted by the rules and regulations of the date of the last such amendmentSEC, each such Company SEC Report will comply including Regulation S-X), and fairly present in all material respects in accordance with GAAP the applicable requirements consolidated financial position of the Exchange Act Company and its consolidated Subsidiaries (the “Consolidated Company”) as of the dates thereof and the Securities Actconsolidated statements of operations, as changes in stockholders’ equity and cash flows of the case may beConsolidated Company of the dates and for the periods shown therein. As of its filing date or, if amended after the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company from the SEC or its staff. (iii) Other than as set forth on Section 3.01(e)(iii) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any liabilities or obligations of any nature (whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether absolute or contingent or otherwise and whether due or to become due) and there is no existing condition, situation or set of circumstances that would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities or obligations (A) reflected or reserved against on the consolidated balance sheet, including the notes thereto (the “Balance Sheet”) of the Company as of September 30, 2018 (the “Balance Sheet Date”) included in the Company SEC Documents, (B) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, or (C) as specifically contemplated by this Agreement or otherwise in connection with the consummation of the Transactions, including those transaction fees set forth on Section 3.01(e)(iii) of the Company Disclosure Schedule. (iv) Other than as set forth on Section 3.01(e)(iv) of the Company Disclosure Schedule or as described in the Company’s Form 10-K for the year ended December 31, 2017 and its Form 10-Q for the quarter ended September 30, 2018: (a) since January 1, 2015, the Company has designed and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act; (b) the Company’s disclosure controls and procedures are designed to ensure that all information (both financial and nonfinancial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act; (c) the Company’s management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the date end of the last period covered by such amendmentreport or amendment based on such evaluation, each such and (d) based on Company SEC Report filed pursuant management’s most recently completed evaluation of the Company’s internal control over financial reporting, (1) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) the Company does not have any Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2015, to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light Knowledge of the circumstances under which they were madeCompany, not misleadingno executive officer or director of the Company has received or otherwise had or obtained knowledge of, and to the Knowledge of the Company, no auditor, accountant, or representative of the Company has provided written notice to the Company or any executive officer or director of, any substantive complaint or allegation that the Company or any Company Subsidiary has engaged in improper accounting practices. Each For the purposes of this Section 3.01(e)(iv), the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2007-005A of the Public Company SEC Report that is a registration statementAccounting Oversight Board, as amended or supplemented, if applicable, filed after in effect on 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 misleadinghereof.

Company SEC Reports. From Except as set forth in Section 4.4(a) of the date of this Agreement to the Effective TimeCompany Disclosure Schedule, the Company will timely file has filed with the SEC all Company SEC Reports registration statements, forms, reports and other documents required to be filed by the Company with the SEC since March 1, 2007 (including all certifications required pursuant to the Xxxxxxxx-Xxxxx Act), and copies of all such registration statements, forms, reports and other documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports, certificates and other documents filed by the Company and that it under may file after the date hereof until the Closing are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) except as set forth in Section 4.4(a) of the Company Disclosure Schedule, were filed on a timely basis, (ii) at the time filed, or if amended, as of the time of the last such amendment prior to the date of this Agreement, were prepared in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and/or the Securities Act Xxxxxxxx-Xxxxx Act, as the case may be, and should any error or omission in a previously filed the rules and regulations of the SEC thereunder applicable to such Company SEC Report be identified, Reports and (iii) except as set forth in Section 4.4(a) of the Company will make any required filings or amendments necessary to complete Disclosure Schedule, did not at the Proxy Statement and ensure that neither such filings nor the Proxy Statement time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this Agreement, as No Subsidiary of the date Company is subject to the reporting requirements of Section 15(d) of the last such amendment, each such Company SEC Report will comply in all material respects with the applicable requirements Securities Act or Section 13(a) of the Exchange Act and Act. Neither the Securities Act, as the case may be. As Company nor any of its filing date orSubsidiaries is a party to or is bound by, if amended after and neither the date of this AgreementCompany’s nor its Subsidiaries’ assets or properties are subject to, as of the date of the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact Contract required to be stated therein disclosed in a Form 10-K, Form 10-Q 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 Report that is a registration statement, as amended or supplemented, if applicable, Form 8-K filed after the date of this Agreement pursuant to the Securities Act, as of the date such registration statement or amendment became effective after prior to the date of this Agreementhereof that is not disclosed in the Form 10-K for the year ended February 28, 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 2010, as filed with the SEC on May 7, 2010, including the consolidated financial statements made in light of the circumstances under which they were madeCompany set forth therein and the information incorporated by reference to the Company’s definitive proxy statement filed with the SEC on June 14, not misleading2010 (the “2010 Form 10-K”).

Company SEC Reports. From The Company has filed or furnished, as the date case may be, all forms, reports, registration statements and other documents required to be filed or furnished by it with the SEC since September 30, 2003, and has heretofore made available to Parent: (i) its Annual Reports on Form 10-K, as amended, for the fiscal years ended December 30, 2002, December 29, 2003 and January 3, 2005, respectively; (ii) its Quarterly Reports on Form 10-Q for the periods ended March 28, 2005, June 20, 2005, and September 12, 2005; (iii) all proxy statements relating to the Company’s meetings of this Agreement stockholders (whether annual or special) held since September 30, 2003; and (iv) all other forms, reports, registration statements and other documents filed by the Company with the SEC since September 30, 2003 and prior to the Effective Time. (The forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii) and (iv) above being, collectively, the “Company will timely file with the SEC all Reports”.) The Company SEC Reports required to be filed by it under were prepared in accordance with the applicable requirements of the Exchange Act or and the Securities Act Act, and should the rules and regulations promulgated thereunder. The Company SEC Reports, as of their respective dates (and, in the case of any error or omission in a previously filed Company SEC Report be identifiedthat is a registration statement, as of the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither date such filings nor the Proxy Statement registration statement became effective), did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this AgreementAll Company SEC Reports, as of the date of the last such amendmenttheir respective dates, each such Company SEC Report will comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as Act and the case may berules and regulations promulgated thereunder. As of its filing date or, if amended after the date of this Agreement, as there are no outstanding or unresolved comments in comment letters received by the Company from the SEC staff with respect to the SEC Reports. None of the date of Company’s Subsidiaries are reporting companies under the last such amendment, each such Company SEC Report filed pursuant to Securities Act or the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 Reports. From the date of this Agreement to the Effective Time(a) Since January 1, 2018, the Company will timely file has filed all forms, reports and documents with the SEC all Company SEC Reports that have been required to be filed by it under pursuant to applicable Laws prior to the Exchange Act date of this Agreement (such forms, reports and documents filed on or after January 1, 2018, the Securities Act and should any error or omission in a previously filed “Company SEC Reports”). Each Company SEC Report be identifiedcomplied, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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 as of the circumstances under which they were madedate it was filed (or, not misleading. As of its filing date, or if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseded filing), each such Company SEC Report will comply in all material respects with the applicable requirements of the applicable Laws, including the Exchange Act and the Securities Act, as in effect on the case may bedate that such Company SEC Report was filed. As of its filing the date it was filed (or, if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseded filing), each such Company SEC Report filed pursuant to the Exchange Act will did 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 the light of the circumstances under which they were made, not misleading. Each No Subsidiary of the Company is required to file any forms, reports or documents with the SEC. (b) None of the Company SEC Report Reports is the subject of any unresolved or outstanding SEC comment nor, to the Knowledge of the Company, is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Company since January 1, 2018 that is a registration statement, as amended not set forth in the Company SEC Reports or supplemented, if applicable, filed after the date of this Agreement pursuant that has not otherwise been disclosed to the Securities Act, as of the date such registration statement or amendment became effective after Parent prior 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 misleadinghereof.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file has filed each report and definitive proxy statement (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), with the SEC since September 28, 2012 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed on or prior to the date hereof, each of the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act Act, and should any error or omission in a previously filed Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing dateThe Company’s Subsidiary is not required to file or furnish any forms, reports or other documents with the SEC. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if amended after any, thereto) included in the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report will comply Reports complied as to form in all material respects with the applicable requirements published rules and regulations of the SEC with respect thereto, 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 as permitted by Regulation S-X, and except with respect to unaudited statements as permitted by Form 10-Q or Form 8-K of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments, which are not expected to be material in amount or effect, and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its Subsidiary as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. (c) The management of the Company has (i) implemented and maintains (x) disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and that are reasonably designed to provide reasonable assurance that all information required to be disclosed in 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 Report filed pursuant to Company’s reports that it files or submits under the Exchange Act will is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports and (y) a system of internal control over financial reporting sufficient to provide reasonable assurances (1) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (2) that receipts and expenditures of the Company and its Subsidiary are being made only in accordance with authorizations of management and the Company’s Board of Directors, and (3) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiary’s assets that could have a material effect on the Company’s financial statements, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors of the Company (X) any significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (Y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (d) The Proxy Statement relating to the matters to be submitted to the holders of Company Common Stock at the Company stockholders meeting to approve and adopt this Agreement and the Merger (the “Company Stockholders Meeting”) and any amendments or supplements thereto (the “Proxy Statement”), to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting (including any amendment or supplement or document incorporated by reference) shall not, on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to stockholders of the Company or at the time of the Company Stockholders Meeting, contain any untrue statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact required to be stated therein or necessary in order to make the statements made thereintherein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting or subject matter that has become false or misleading. The Proxy Statement will, in light on the date the Proxy Statement (including any amendment or supplement thereto) is first mailed to stockholders of the circumstances under which they were made, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed after and at the date of this Agreement pursuant to the Securities Act, as time of the date such registration statement or amendment became effective after Company Stockholders Meeting, comply as to form in all material respects with the date requirements of this Agreementthe Exchange Act. Notwithstanding the foregoing, will not contain any untrue statement of a material fact or omit the Company makes no representation with respect to state any material fact required to be stated therein or necessary in order to make the statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub expressly for inclusion or incorporation by reference in light of the circumstances under which they were made, not misleadingProxy Statement.

Company SEC Reports. From the date of this Agreement to the Effective Time, the The Company will timely file has filed with the SEC all Company SEC Reports registration statements, forms, reports and other documents required to be filed by it under the Company with the SEC since January 1, 2005 (including all certifications required pursuant to the Xxxxxxxx-Xxxxx Act), and copies of all registration statements, forms, reports and other documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports, certificates and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” The Company SEC Reports (i) were, except as set forth in Section 4.4(a) of the Company Disclosure Schedule, filed on a timely basis, (ii) at the time filed, or if amended, as of the time of the last such amendment prior to the date of this Agreement, were prepared in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxx-Xxxxx Act or and/or the Securities Act Xxxxxxxx-Xxxxx Act, as the case may be, and should any error or omission in a previously filed the rules and regulations of the SEC thereunder applicable to such Company SEC Report be identifiedReports, and (iii) did not at the Company will make any required filings time they were filed, or amendments necessary if amended, as of the time of the last such amendment prior to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement date of this Agreement, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this Agreement, as No Subsidiary of the date Company is subject to the reporting requirements of Section 15(d) of the last such amendment, each such Company SEC Report will comply in all material respects with the applicable requirements Securities Act or Section 13(a) of the Exchange Act and Act. Except for the Securities ActContracts disclosed in the Company’s Form 8-K filed with the SEC on March 29, as 2011, neither the case may be. As Company nor any of its filing date orSubsidiaries is a party to or is bound by, if amended after and neither the date of this AgreementCompany’s nor its Subsidiaries’ assets or properties are subject to, as of the date of the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact Contract required to be stated therein disclosed in a Form 10-K, Form 10-Q 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 Report Form 8-K that is a registration statementnot disclosed in the Company’s Form 10-K filed with the SEC on March 11, 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 misleading2011.

Company SEC Reports. From (a) The Company previously has made available to Buyer (i) its Annual Report on Form 10-K for the year ended April 24, 2004 (the “Company 10-K”), as filed with the SEC, (ii) all proxy statements relating to the Company’s meetings of shareholders held or to be held after April 24, 2004 and (iii) all other documents filed by the Company with, or furnished by the Company to, the SEC under the Exchange Act since January 1, 2002 and prior to the date of this Agreement to (the Effective Time“Company SEC Reports”). The Company SEC Reports were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations promulgated thereunder. As of their respective dates, such documents complied in all material respects, and all documents filed by the Company will timely file with the SEC all Company (the “SEC Reports required to be filed by it Documents”) under the Exchange Act between the date of this Agreement and the Closing Date shall comply, in all material respects, with applicable SEC requirements and did not, or in the Securities Act and should any error case of documents filed on or omission in a previously filed Company SEC Report be identifiedafter the date hereof will not, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date, or if amended after the date of this Agreement, as The parties agree that failure of the date of the last such amendment, each such Company SEC Report will 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 Report filed pursuant Company’s chief executive officer or chief financial officer to the Exchange Act will not contain provide any untrue statement of a material fact or omit to state any material fact certification required to be stated therein or necessary in order to make filed with any document filed with the statements made thereinSEC shall constitute an event that has a Company Material Adverse Effect. On and since January 1, in light of 2002, the circumstances under which they were madeCompany has timely filed, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed after and between the date of this Agreement and the Closing Date shall timely file, with the SEC all documents required to be filed by it under the Exchange Act. No Subsidiary is required to file any form, report or other document with the SEC. (b) The Company has made available to Buyer a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, if any, to (i) Contracts which previously have been filed by the Company with the SEC pursuant to the Securities Act, as of Act and Exchange Act and (ii) the date such registration statement or amendment became effective after Company SEC Reports filed prior to the date of this Agreement, will not contain any untrue statement of a material fact or omit hereof. The Company has timely responded to state any material fact required to be stated therein or necessary in order to make the statements made in light all comment letters and other correspondence of the circumstances under which they were madestaff of the SEC relating to the SEC Documents, and the SEC has not misleadingnotified the Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company has made available to Buyer true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other, occurring since January 1, 2002 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to Buyer any such correspondence sent or received after the date hereof. To the knowledge of the Company, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC comment.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file has filed with the SEC all Company SEC Reports each registration statement, report and proxy or information statement (including exhibits and any amendments thereto) required to be filed by it under the Exchange Act Company with the SEC since January 1, 2003 (collectively, the “Company SEC Reports”). As of the respective dates the Company SEC Reports were filed with the SEC or amended, each of the Company SEC Reports (a) complied as to form in all material respects with all applicable requirements of the Securities Act and should any error or omission in a previously filed Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement Exchange Act and ensure that neither such filings nor the Proxy Statement (b) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of its filing date; provided, however, that clause (b) shall not extend to exhibits thereto or if amended after the date of this Agreementdocuments incorporated by reference therein, as of the date of the last such amendment, each such Company SEC Report will 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 Report filed pursuant except to the Exchange Act will not contain any extent a statement or omission in such exhibit or document would cause to be untrue a statement of a material fact in the body of such Company SEC Report or omit would cause to state any be omitted from the body of such Company SEC Report a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 the body of the circumstances under which they were made, such Company SEC Report not misleading. (b) The Company has no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Reports. The consolidated financial statements of the Company (including the notes thereto) included in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of the Company and its Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations and the consolidated statements of cash flows of the Company and its Subsidiaries for the periods presented therein. Since January 1, 2003, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes to such Company financial statements. (c) The Company and each of its officers and trustees are in compliance, and have complied, in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such Act (the “Xxxxxxxx-Xxxxx Act”) or the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined under Rule 3b-7 promulgated under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has made any loans to any executive officer or director of the Company or any of its Subsidiaries. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that all material information relating to the Company, including its consolidated Subsidiaries, is made known on a timely basis to the Company’s principal executive officer and its principal financial officer by others within those entities; and the Company believes that such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

Company SEC Reports. From the date of this Agreement to the Effective Time(a) The Company and its Subsidiaries, the Company will timely file including, without limitation, IsoTis, S.A., have filed each registration statement, prospectus, definitive proxy statement or information statement, form, report, schedule and other document (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company or any of its Subsidiaries pursuant to the Exchange Act or the Securities Act and should or comparable foreign law or regulation with the SEC or any error comparable foreign regulatory authority or omission in a previously filed exchange since January 1, 2004 (as such documents have since the time of their filing been amended or supplemented, the "Company SEC Report be identifiedReports"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company will make any required filings SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act or amendments necessary to complete the Proxy Statement Securities Act, as applicable, and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, or in each case, the notes, if amended after any, thereto) included in the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report will comply Reports complied as to form in all material respects with the applicable requirements published rules and regulations of the Exchange Act SEC with respect thereto, 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 and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the Securities Act, as absence of complete footnotes) in all material respects the case may be. As consolidated financial position of the Company or its filing date or, if amended after the date of this Agreement, predecessor and its consolidated Subsidiaries as of the date respective dates thereof and the consolidated results of their operations and cash flows for the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingrespective periods then ended.

Company SEC Reports. From (a) The Company has filed or furnished, as applicable, on a timely basis, all forms, registration statements, schedules, reports, prospectuses, proxy statements and documents (including items incorporated by reference) required to be so filed or furnished by the Company with the SEC since January 1, 2014. All such required forms, registration statements, schedules, reports, prospectuses, proxy statements and documents, including all exhibits and schedules thereto (and including those that the Company may file following the date hereof) are referred to herein as the “Company SEC Reports”. After the date of this Agreement to and until the Effective Time, the Company will timely file all forms, registration statements, schedules, reports, prospectuses, proxy statements and documents with the SEC all Company SEC Reports that are required to be filed by it under Applicable Law at or prior to the time so required, including any amendments or supplements thereto. As of their respective dates (or, if amended, as of the date of the last such amendment), the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act or and the Securities Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”) and should any error or omission in a previously filed the respective rules and regulations of the SEC thereunder applicable to such Company SEC Report be identifiedReports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the Company will make any required filings date of such amended or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement superseding filing) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date hereof by a subsequently filed Company SEC Report. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. As of its filing datethe date hereof, there are no outstanding or if amended after unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. There has been no material correspondence between the SEC and the Company or any Company Subsidiary since January 1, 2014 that is not available on the SEC’s Electronic Data Gathering, Analysis and Retrieval database. To the Knowledge of the Company, there is not, as of the date of this Agreement, as any investigation or review being conducted by the SEC or any other Governmental Entity of the date of the last such amendment, each such any Company SEC Report will comply in all material respects with (including the applicable requirements financial statements included therein). (b) Since January 1, 2014, no executive officer 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 Report filed pursuant to the Exchange Act will not contain or any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order Company Subsidiary has failed to make the statements made therein, in light certifications required of him or her under Section 302 or Section 906 of the circumstances under which they were made, not misleading. Each Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report that is a registration statementReport, except as amended disclosed in certifications filed with the Company SEC Reports, and at the time of filing or supplementedsubmission of each such certification, if applicablesuch certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. Since January 1, filed after 2014, neither the date Company nor any Company Subsidiary, nor any of this Agreement pursuant to their executive officers has received notice from any Governmental Entity challenging or questioning the Securities Actaccuracy, as completeness, form or manner of the date filing of 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 misleadingcertifications.

Company SEC Reports. From (a) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the Exchange Act in each case during the 24-month period immediately preceding the date of this Agreement (all of the foregoing filed prior to the Effective Timedate of this Agreement and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, collectively, the Company will timely file with the SEC all “Company SEC Reports required to be filed by it under Reports”), each of which complied at the Exchange Act or time of filing in all material respects with all applicable requirements of the Securities Act and should any error or omission the Exchange Act, as applicable, in a previously filed each case as in effect on the dates such forms, reports and documents were filed. As of its respective date, and if amended, as of the date of the last such amendment, no Company SEC Report be identifiedReport, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain when filed, contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All Material Contracts to which the Company or any Subsidiary is a party, or to which the property or assets of the Company or any Subsidiary are subject, that are required to be included as part of or specifically identified in the Company SEC Reports, are so included or specifically identified. True and complete copies of the Company SEC Reports are available for public access via the SEC’s XXXXX system. (b) As of its filing datetheir respective dates, the consolidated financial statements included or if amended after incorporated in the date of this Agreement, as of the date of the last such amendment, each such most recent Company SEC Report will comply Reports (the “Financial Statements”), and the related notes, complied as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Exchange Act SEC with respect thereto. The Financial Statements and the Securities Actrelated notes have been prepared in accordance with accounting principles generally accepted in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position and the results of the operations of the Company and its Subsidiaries, retained earnings (loss), and cash flows, as the case may be, for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). (c) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (i) are designed to ensure that material information relating to the Company, including each consolidated Subsidiary, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (d) As of the date hereof, the Company is not in violation of the listing requirements of Nasdaq and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock from Nasdaq, or terminating the registration of the Common Stock under the Exchange Act. As of its filing date or, if amended after the date of this Agreementhereof, as of the date of Company has not received any notification that, and has no knowledge that, the last SEC or Nasdaq is contemplating terminating such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact listing 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. Each Company SEC Report 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 misleadingregistration.

Company SEC Reports. From the date of this Agreement to the Effective TimeSince January 1, 1998, the Company will has timely file ------------------- filed with the SEC Securities and Exchange Commission (the "SEC") all Company SEC Reports reports, registrations and other documents, together with any amendments thereto, required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), and should any error or omission in a previously the Securities Exchange Act of 1934, as amended (the "Exchange Act")(all such reports, registrations and documents filed with the SEC since January 1, 1998 are collectively referred to as the "Company SEC Report be identifiedReports"). As of their respective dates or such later date as the Company filed an amendment with the SEC, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. 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 Report will comply Reports complied in all material respects with all rules and regulations promulgated by the applicable requirements of the Exchange Act SEC 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 Report filed pursuant to the Exchange Act will did not contain any untrue statement of a material fact or omit to state any a material fact face 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. Each The consolidated financial statements of the Company (the "Company Financial Statements") included in the Company SEC Report that is a registration statementReports present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries as amended of their respective dates and the results of their operations and cash flows for the fiscal years and periods covered in accordance with GAAP consistently applied and in accordance with Regulation S-X of the SEC (subject, in the case of unaudited interim period financial statements to normal recurring year-end adjustments which, individully or supplementedcollectively, if applicableare not material). Without limiting the generality of the foregoing, filed after the date of this Agreement pursuant to the Securities Act, (a) 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 most recent balance sheet included in the Company Fiancial Statements, there was no material debt, liability or obligation of any nature not fully reflected or reserved in accordance with GAAP; and (b) there are no assets of the Company or any Subsidiary, the value of which they were made(in the reasonable judgment of the Company) is materially overstated in the Company Financial Statements. Except as set forth in the Company SEC Reports, not misleadingneither the Company nor any Subsidiary, to their knowledge, has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, have a Material Adverse Effect.

Company SEC Reports. From (a) During the three-year period prior to the date of this Agreement to the Effective Timehereof, the Company will timely file has filed with the SEC all Company SEC Reports forms, documents and reports required to be filed by it under or furnished prior to such date with the Exchange SEC (all such forms, documents and reports filed during such period, the “Company SEC Reports”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Company SEC Reports 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 (the “Exchange Act”), as the case may be, and should any error or omission in a previously filed the applicable rules and regulations promulgated thereunder, and none of the Company SEC Report be identifiedReports at the time they were filed, or if amended, at the Company will make any required filings or amendments necessary to complete time of the Proxy Statement and ensure that neither last such filings nor the Proxy Statement contain amendment, contained any untrue statement of a material fact or omit omitted 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. 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 Report will 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required are 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. Each Company SEC Report 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. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Reports fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as and at the respective dates thereof and their consolidated results of operations and 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) and were prepared in all material respects in conformity with U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the 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).

Company SEC Reports. From (i) Each report, registration statement, certification and definitive proxy statement which was required to be filed or furnished by the Company with the SEC since January 1, 2015 (the “Company SEC Reports”) did not at the time it was filed or furnished (and if amended or superseded by a filing prior to the date of this Agreement to Agreement, then on the Effective Time, the Company will timely file with the SEC all Company SEC Reports required to be filed by it under the Exchange Act date of such filing and as so amended or the Securities Act and should any error or omission in a previously filed Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement superseded) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. . (ii) As of its filing date, or if amended after the date of this Agreement, to the Knowledge of the Company, there are no unresolved SEC comments with respect to the Company SEC Reports. (iii) The financial statements of the Company contained in the Company SEC Reports (A) were prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (B) fairly present, in all material respects, the financial position and consolidated results of operations and cash flows, as the case may be, of the Company and its Subsidiaries as of their respective dates or for the date of respective periods set forth therein, except that the last such amendmentunaudited interim financial statements were, each such are or will be subject to normal adjustments as will not be material to the Company SEC Report and its Subsidiaries, taken as a whole, and (C) complied or will comply as to form in all material respects with the applicable requirements published rules and regulations 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingwith respect thereto.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file and its Subsidiaries have filed each report and definitive proxy statement (together with the SEC all Company SEC Reports amendments thereof and supplements thereto) required to be filed by it under the Company or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2004 (as such documents have since the time of their filing been amended or supplemented, the Securities Act and should any error or omission in a previously filed "Company SEC Report be identifiedReports"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Company will make any required filings or amendments necessary SEC Reports (i) complied as to complete form in all material respects with the Proxy Statement requirements of the Exchange Act, and ensure that neither such filings nor the Proxy Statement (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of its filing date. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, or in each case, the notes, if amended after any, thereto) included in the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report will comply Reports complied as to form in all material respects with the applicable requirements published rules and regulations of the Exchange Act SEC with respect thereto, 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 and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the Securities Act, as absence of complete footnotes) in all material respects the case may be. As consolidated financial position of the Company and its filing date or, if amended after the date of this Agreement, consolidated Subsidiaries as of the date respective dates thereof and the consolidated results of their operations and cash flows for the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingrespective periods then ended.

Company SEC Reports. From the date The Company has delivered to Parent and Merger Sub true and complete copies of this Agreement to the Effective Timeeach registration statement, report and proxy or information statement (including exhibits and any amendments thereto) filed by the Company will timely file with the SEC all since January 1, 1998 (collectively, the "Company SEC Reports"). As of the respective dates the Company SEC Reports required to be were filed by it under or, if any such Company SEC Reports were amended, as of the Exchange Act or date such amendment was filed, each of the Company SEC Reports (i) complied in all material respects with all applicable requirements of the Securities Act and should any error or omission in a previously filed Company SEC Report be identifiedExchange Act (as those terms are defined below), and the Company will make any required filings or amendments necessary to complete the Proxy Statement rules and ensure that neither such filings nor the Proxy Statement regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 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 Report will 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of (i) the audited consolidated financial statements of the Company SEC (including any related notes and schedules) included (or incorporated by reference) in its Annual Report that is a registration statementon Form 10-K for the fiscal year ended June 30, 1999 (the "Audited Financial Statements") and (ii) the unaudited consolidated interim financial statements for the Company (including any related notes and schedules) included (or incorporated by reference) in its Quarterly Report on Form 10-Q for the quarter ended March 30, 2000 (the "Interim Financial Statements," and together with the Audited Financial Statements, the "Company Financial Statements"), fairly present, in conformity with generally accepted accounting principles, as amended or supplementedin effect in the United States, if applicable, filed after from time to time ("GAAP") applied on a consistent basis (except as may be indicated in 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.notes

Company SEC Reports. From Exclusive of the date of this Agreement to the Effective Timeexhibits thereto, the Company will timely file with has delivered to Parent true and complete copies of each registration statement, periodic and other reports and information or proxy statements, including, without limitation, its Annual Reports to Stockholders incorporated in material part by reference in certain of such reports, in the SEC all Company SEC Reports form (including any amendments thereto) required to be filed by it under with the Exchange Act SEC since January 1, 1997 (collectively, the "Company SEC Reports"). As of the respective dates the Company SEC Reports were filed or, if any such Company SEC Report was amended or supplemented, as of the date such amendment or supplement was filed, each of the Company SEC Reports (i) complied in all material respects with all applicable requirements of the Securities Act and should any error or omission in a previously filed Company SEC Report be identifiedthe Exchange Act, and the Company will make any required filings or amendments necessary to complete the Proxy Statement rules and ensure that neither such filings nor the Proxy Statement regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 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 Report will 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company SEC Report that is (including any related notes and schedules) included (or incorporated by reference) in its Annual Reports on Form 10-K for each of the fiscal years ended December 27, 1997, and December 28, 1996 and its Quarterly Reports on Form 10-Q for all interim periods subsequent to December 27, 1997 were prepared based upon and are consistent with the books and records of the Company and the Company Subsidiaries (which books and records are correct and complete in all material respects) and fairly present, in conformity with generally accepted accounting principles ("GAAP") applied on a registration statementconsistent basis (except as may be indicated in the notes thereto), as amended or supplemented, if applicable, filed after the date consolidated financial position of this Agreement pursuant to the Securities Act, Company as of its date and the date such registration statement or amendment became effective after consolidated results of operations and changes in financial position for the period then ended (subject to normal year-end adjustments in the date case 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 misleadingunaudited interim financial statements).

Company SEC Reports. From the date of this Agreement to the Effective TimeSince January 1, 1998, the Company will has timely file filed with the SEC Securities and Exchange Commission (the "SEC") all Company SEC Reports reports, registrations and other documents, together with any amendments thereto, required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), and should any error or omission in a previously the Securities Exchange Act of 1934, as amended (the "Exchange Act")(all such reports, registrations and documents filed with the SEC since January 1, 1998 are collectively referred to as the "Company SEC Report be identifiedReports"). As of their respective dates or such later date as the Company filed an amendment with the SEC, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. 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 Report will comply Reports complied in all material respects with all rules and regulations promulgated by the applicable requirements of the Exchange Act SEC 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 Report filed pursuant to the Exchange Act will did not contain any untrue statement of a material fact or omit to state any a material fact face 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. Each The consolidated financial statements of the Company (the "Company Financial Statements") included in the Company SEC Report that is a registration statementReports present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries as amended of their respective dates and the results of their operations and cash flows for the fiscal years and periods covered in accordance with GAAP consistently applied and in accordance with Regulation S-X of the SEC (subject, in the case of unaudited interim period financial statements to normal recurring year-end adjustments which, individully or supplementedcollectively, if applicableare not material). Without limiting the generality of the foregoing, filed after the date of this Agreement pursuant to the Securities Act, (a) 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 most recent balance sheet included in the Company Fiancial Statements, there was no material debt, liability or obligation of any nature not fully reflected or reserved in accordance with GAAP; and (b) there are no assets of the Company or any Subsidiary, the value of which they were made(in the reasonable judgment of the Company) is materially overstated in the Company Financial Statements. Except as set forth in the Company SEC Reports, not misleadingneither the Company nor any Subsidiary, to their knowledge, has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, have a Material Adverse Effect.

Company SEC Reports. From the date of this Agreement to the Effective Time(a) Since January 1, 2007, the Company will timely file has filed all forms, reports and documents with the SEC all Company SEC Reports that have been required to be filed by it under applicable laws prior to the Exchange Act or date hereof (all such forms, reports and documents, together with all exhibits and schedules thereto, the Securities Act and should any error or omission in a previously filed “Company SEC Reports”). Each Company SEC Report be identified, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement 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. As complied as of its filing date, or if amended after the as of its last date of this Agreement, as of the date of the last such amendment, each such Company SEC Report will comply 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, each as in effect on the date such Company SEC Report was filed. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. The Company has made available (including via the XXXXX system, as applicable) to Parent all material correspondence (if such correspondence has occurred since December 31, 2008) between the SEC on the one hand, and the Company and any of the its Subsidiaries, on the other hand. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. As of its filing date (or, if amended after or superseded by a filing prior to the date of this Agreement, as of on the date of the last such amendmentamended or superseded filing), each such Company SEC Report filed pursuant to the Exchange Act did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) The Company's Chief Executive Officer and Chief Financial Officer have made all certifications required by Rules 13a 14 and 15d 14 under the Exchange Act and Sections 302 and 906 of the Sarbanes Oxley Act with respect to the applicable Company SEC Report that is a registration statement, as amended or supplemented, if applicable, Reports filed after prior to the date of this Agreement pursuant to hereof (collectively, the Securities Act, “Certifications”) and the statements contained in such Certifications are accurate in all material respects 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 misleadingfiling thereof.

Company SEC Reports. From the date of this Agreement to the Effective Time, the (a) The Company will timely file has filed with the SEC all Company SEC Reports reports, schedules, forms, statements and other documents required to be filed with the SEC since January 1, 2006 (collectively, the “Company SEC Reports”), and has made available to Parent correct and complete copies of any exhibits to such Company SEC Reports for which confidential treatment was granted by it under the Exchange Act or SEC. As of the respective dates that they were filed, the Company SEC Reports complied as to form in all material respects with all applicable requirements of the Securities Act of 1933, as amended (together with the rules and should regulations thereunder, the “Securities Act”), and the Exchange Act, as applicable. Except to the extent that information contained in any error Company SEC Report has been revised or omission in superseded by a previously later filed Company SEC Report be identifiedReport, none of the Company will make any required filings or amendments necessary to complete SEC Reports, at the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain time filed, contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein in or necessary in order to make the statements made thereinin the Company SEC Reports, in light of the circumstances under which they were made, not misleading. As . (b) The Company has heretofore furnished to Parent complete and correct copies of its filing dateall material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. (c) The Company has furnished Parent with copies of all comment letters received by the Company from the SEC with respect to the Company SEC Reports or if amended after the date of this Agreementreceived since January 1, as 2006 and all responses of the date Company thereto. There are no outstanding unresolved issues with respect to the Company or the Company SEC Reports noted in comment letters or other correspondence received by the Company or its attorneys from the SEC, and there are no pending formal or, to the Knowledge of the last such amendmentCompany, each such Company SEC Report will comply in all material respects with the applicable requirements informal investigations of the Exchange Act and Company by 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 Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingSEC.

Company SEC Reports. From The Company has filed with or furnished to (as applicable) all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by the Company with the SEC since July 1, 2022 (collectively, the “Company SEC Reports”). The Company SEC Reports, including all forms, reports and documents filed by the Company with the SEC after the date of this Agreement hereof and prior to the Effective Time, (i) were and, in the case of the Company SEC Reports filed after the date hereof, will timely file be, prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing), and in the case of such forms, reports and documents filed by the Company with the SEC all Company SEC Reports required to be filed by it under after the Exchange Act or Agreement Date, will not as of the Securities Act and should any error or omission in a previously filed Company SEC Report be identifiedtime they are filed, the Company will make any required filings or amendments necessary to complete the Proxy Statement and ensure that neither such filings nor the Proxy Statement contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of the Company is required to file any forms, reports, schedules, statements or other documents with the SEC. As of its filing date, or if amended after the date of this Agreement, as of the date of hereof, there are no outstanding or unresolved comments in comment letters received from the last such amendment, each such SEC with respect to the Company SEC Report will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may beReports. As of its filing date or, if amended after the date of this Agreementhereof, as none of the date Company SEC Reports is, to the Knowledge of the last such amendmentCompany, each such Company the subject of ongoing SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report 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 misleadingreview.