Common use of Exchange Act Reports Clause in Contracts

Exchange Act Reports. Prior to the date of this Agreement, Equitex has delivered or made available to the Company complete and accurate copies of (a) Equitex’s Annual Reports on Form 10-KSB for the years ended December 31, 2004 (the “Equitex 10-K Reports”) as filed with the United States Securities and Exchange Commission (the “SEC”), (b) all Equitex proxy statements and annual reports to stockholders used in connection with meetings of Equitex stockholders held since Equitex’s incorporation (“Equitex Proxies”); (c) Equitex’s Quarterly Reports on Form 10-QSB for the quarters ended September 30, 2003 through June 30, 2005 (the “Equitex 10-Q Reports”), as filed with the SEC; (d) all current reports on Form 8-K filed with the SEC after September 30, 2003 (the “Equitex 8-K Reports”); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, referred to as the “Equitex SEC Filings”). As of their respective dates, or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex SEC Filings (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable rules and regulations of the SEC. The financial statements (including footnotes thereto) included in or incorporated by reference into the Equitex 10-K Reports, Equitex 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and fairly present, in all material respects, the financial condition of Equitex as of the dates thereof and results of operations for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitex.

Exchange Act Reports. Prior to the date of this Agreement, Equitex GVC has delivered or made available to the Company Cougar complete and accurate copies of (a) Equitex’s GVC's Annual Reports on Form 10-KSB (as amended) for the years ended December 31June 30, 2002, 2003, and 2004 (the “Equitex "GVC 10-K Reports”) "), as filed with the United States Securities and Exchange Commission (the “SEC”), (b) all Equitex GVC proxy statements and annual reports to stockholders used in connection with meetings of Equitex GVC stockholders held since Equitex’s incorporation July 1, 2002 (“Equitex Proxies”the "GVC Proxy Statements"); (c) Equitex’s GVC's Quarterly Reports on Form 10-QSB for the quarters ended September 30, 2003 through June 302004, 2005 December 31, 2004, and March 31, 2005, respectively (the “Equitex "GVC 10-Q Reports”"), as filed with the SEC; and (d) all current reports on Form 8-K filed with the SEC after September June 30, 2003 2004 (the “Equitex "GVC 8-K Reports”); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” " and together with the Equitex GVC 10-K Reports, Equitex Proxies GVC Proxy Statements and Equitex GVC 10-Q Reports, referred to as the “Equitex "GVC SEC Filings”"). As of their respective dates, dates or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex GVC SEC Filings (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable rules and regulations of the SEC. Since January 1, 2004, GVC has filed in a timely manner all reports that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act. The financial statements (including footnotes thereto) included in or incorporated by reference into the Equitex GVC 10-K Reports, Equitex Reports and the GVC 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and fairly present, in all material respects, the financial condition of Equitex GVC as of the dates thereof and results of operations for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitex.

Exchange Act Reports. (a) Prior to the date execution of this Agreement, Equitex Heartland has delivered or made available to the Company CBCS complete and accurate copies of (ai) EquitexHeartland’s Annual Reports on Form 10-KSB K for the years ended December 31, 2004 2011, 2012 and 2013, as amended (the “Equitex Heartland 10-K Reports”) ), as filed under the Exchange Act with the United States Securities and Exchange Commission (the “SEC”), (bii) all Equitex Heartland proxy statements and annual reports to stockholders shareholders used in connection with meetings of Equitex stockholders Heartland shareholders held since Equitex’s incorporation January 1, 2011, and (“Equitex Proxies”); (ciii) EquitexHeartland’s Quarterly Reports Report on Form 10-QSB Q for the quarters quarter ended September 30, 2003 through June 30, 2005 2014 (the “Equitex Heartland 10-Q ReportsReport”), as filed under the Exchange Act with the SEC; (d) all current reports on Form 8-K filed with the SEC after September 30, 2003 (the “Equitex 8-K Reports”); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, referred to as the “Equitex SEC Filings”). As of their respective dates, or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex SEC Filings such documents (ix) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iiy) complied as to form in all material respects with the applicable laws and rules and regulations of the SEC. The Since January 1, 2011, Heartland has filed all reports that it was required to file with the SEC pursuant to the Exchange Act. (b) Heartland financial statements (including any footnotes thereto) included contained in or incorporated by reference into the Equitex Heartland 10-K Reports, Equitex Reports and Heartland 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) Report were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and fairly present, in all material respects, present the consolidated financial condition position of Equitex Heartland and its subsidiaries as of the dates thereof and the consolidated results of operations operations, changes in shareholders’ equity and cash flows for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitexthen ended.

Exchange Act Reports. Prior to the date of this Agreement, Equitex has delivered or made available to the Company complete and accurate copies of (a) Equitex’s 's Annual Reports on Form 10-KSB for the years ended December 31, 2004 (the “"Equitex 10-K Reports”") as filed with the United States Securities and Exchange Commission (the “"SEC”"), (b) all Equitex proxy statements and annual reports to stockholders used in connection with meetings of Equitex stockholders held since Equitex’s 's incorporation (“"Equitex Proxies”"); (c) Equitex’s 's Quarterly Reports on Form 10-QSB for the quarters ended September 30, 2003 through June 30, 2005 (the “"Equitex 10-Q Reports”"), as filed with the SEC; (d) all current reports on Form 8-K filed with the SEC after September 30, 2003 (the “"Equitex 8-K Reports”"); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “"Equitex Registration Statements,” " and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, referred to as the “"Equitex SEC Filings”"). As of their respective dates, or as subsequently amended prior to the date hereof, to Equitex’s 's Knowledge, each of the Equitex SEC Filings (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable rules and regulations of the SEC. The financial statements (including footnotes thereto) included in or incorporated by reference into the Equitex 10-K Reports, Equitex 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “"Equitex Financial Statements”") were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and fairly present, in all material respects, the financial condition of Equitex as of the dates thereof and results of operations for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitex.

Exchange Act Reports. (a) Prior to the date execution of this Agreement, Equitex Heartland has delivered or made available to the Company BVBC complete and accurate copies of (ai) EquitexHeartland’s Annual Reports on Form 10-KSB 10‑K for the years ended December 31, 2004 2015, 2016 and 2017, as amended (the “Equitex 10-K Heartland 10‑K Reports”) ), as filed under the Exchange Act with the United States Securities and Exchange Commission (the “SEC”), (bii) all Equitex Heartland proxy statements and annual reports to stockholders used in connection with meetings of Equitex stockholders Heartland shareholders held since Equitex’s incorporation January 1, 2015, and (“Equitex Proxies”); (ciii) EquitexHeartland’s Quarterly Reports Report on Form 10-QSB 10‑Q for the quarters quarter ended September 30, 2003 through June 30, 2005 2018 (the “Equitex 10-Q ReportsHeartland 10‑Q Report”), as filed under the Exchange Act with the SEC; (d) all current reports on Form 8-K filed with the SEC after September 30, 2003 (the “Equitex 8-K Reports”); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, referred to as the “Equitex SEC Filings”). As of their respective dates, or as subsequently amended prior such documents, together with all other material reports and statements (and any amendments required to be made with respect thereto) that Heartland was required to file with the SEC pursuant to the Exchange Act after the date hereof, to Equitex’s Knowledge, each of filing of the Equitex SEC Filings Heartland 10‑Q Report, (ix) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iiy) complied as to form in all material respects with the applicable rules and regulations Laws of the SEC. The Since January 1, 2015, Heartland has filed all reports that it was required to file with the SEC pursuant to the Exchange Act. (b) Heartland’s financial statements (including any footnotes thereto) included contained in or incorporated by reference into the Equitex 10-K Reports, Equitex 10-Q Heartland 10‑K Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) Heartland 10‑Q Report were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted thereinthat the financial statements set forth in the Heartland 10‑Q Report may not contain all notes required by GAAP and are subject to year-end adjustments, none of which is material) and fairly present, in all material respects, present the consolidated financial condition position of Equitex Heartland and its Subsidiaries as of the dates thereof and the consolidated results of operations operations, changes in shareholders’ equity and cash flows for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitexthen ended.

Exchange Act Reports. (a) The LOCATEPLUS Common Stock has been registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and LOCATEPLUS is subject to the periodic reporting requirements of Section 13 of the Exchange Act. (b) LOCATEPLUS maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; to LOCATEPLUS's knowledge, such controls and procedures are effective to ensure that all material information concerning LOCATEPLUS and its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the LOCATEPLUS SEC Filings and other public disclosure documents. LOCATEPLUS has delivered to Global copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To LOCATEPLUS's knowledge, each director and executive officer thereof has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since at least January 1, 1999. As used in this Section 3.24, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (c) Prior to the date of this Agreement, Equitex LOCATEPLUS has delivered or made available to the Company Global complete and accurate copies of (a) Equitex’s LocatePlus' Annual Reports Report on Form 10-KSB for the years year ended December 31, 2004 2005 (the “Equitex "LOCATEPLUS 10-K Reports”REPORT") as filed with the United States Securities and Exchange Commission (the “SEC”), (b) all Equitex LOCATEPLUS proxy statements and annual reports to stockholders used in connection with meetings of Equitex LOCATEPLUS stockholders held since Equitex’s incorporation January 1, 2004 (“Equitex Proxies”the "LOCATEPLUS PROXY STATEMENTS"); (c) Equitex’s LOCATEPLUS' Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2005, June 30, 2005, September 30, 2003 through 2005, March 31, 2006, and June 30, 2005 2006 (and any other filings required) (the “Equitex "LOCATEPLUS 10-Q Reports”REPORTS"), as filed with the SEC; and (d) all current reports on Form 8-K filed with the SEC after September 30December 31, 2003 2004 (the “Equitex "LOCATEPLUS 8-K REPORTS,") or registration statements (together with the LOCATEPLUS 8-K Reports”); (e) all registration statements (as amended) under , the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex LocatePlus 10-K Reports, Equitex Proxies the LOCATEPLUS Proxy Statements and Equitex the LOCATEPLUS 10-Q Reports, referred to as the “Equitex "LOCATEPLUS SEC Filings”FILINGS"). As of their respective dates, dates or as subsequently amended prior to the date hereof, to Equitex’s KnowledgeLOCATEPLUS's knowledge, each of the Equitex LOCATEPLUS SEC Filings (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. The To LOCATEPLUS's knowledge the financial statements included in the LOCATEPLUS SEC Filings complied when filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the SEC) and fairly present, subject in the case of the unaudited financial statements, to customary year end audit adjustments, the financial position of LOCATEPLUS as at the dates thereof and the results of its operations and cash flows. LOCATEPLUS has filed in a timely manner all reports required to be filed with the SEC pursuant to the Exchange Act. To LOCATEPLUS's knowledge, each of the financial statements (including footnotes thereto) included in or incorporated by reference into in the Equitex 10-K ReportsLOCATEPLUS SEC Filings (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, Equitex 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”ii) were was prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and (iii) fairly present, in all material respects, the financial condition of Equitex LocatePlus as of the respective dates thereof and results of operations and cash flows for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would The principal executive officer and the principal financial officer of LOCATEPLUS have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, recordssigned, and accounts LocatePlus has filed with the SEC, all certifications required by Section 906 of Equitex accurately the Sarbanes-Oxley Act of 2002 to the extent required by the regulations ox xxx XXX xssued pursuant thereto and fairly reflect, in reasonable detail, such certifications contain no qualifications or exceptions to the transactions, assetsmatters certified therein and have not been modified or withdrawn, and liabilities neither LocatePlus nor any of Equitex. Equitex its officers has not engaged in received notice from any transactiongovernmental entity questioning or challenging the accuracy, maintained any bank accountcompleteness, form or used any funds manner of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records filing of Equitexsuch certifications.

Exchange Act Reports. Prior to the date of this Agreement, Equitex The Parent has delivered furnished or made available to the Company complete and accurate copies copies, as amended or supplemented, of its (a) Equitex’s Annual Reports Report on Form 10-KSB K for the years fiscal year ended December 31, 2004 (the “Equitex 10-K Reports”) as filed with the United States Securities and Exchange Commission (the “SEC”), (b) all Equitex proxy statements and annual reports to stockholders used in connection with meetings of Equitex stockholders held since Equitex’s incorporation (“Equitex Proxies”); (c) Equitex’s Quarterly Reports on Form 10-QSB for the quarters ended September 30, 2003 through June 30, 2005 (the “Equitex 10-Q Reports”)2014, as filed with the SEC, which contained audited consolidated balance sheets as of June 30, 2014 (Parent) and 2013 (predecessor company), and the related consolidated statements of operations, changes in stockholders’ deficiency and cash flows for the periods from July 12, 2013 to June 30, 2014 (Parent), eleven days ended July 11, 2013 (predecessor company), and the year ended June 30, 2013 (predecessor company); (b) Annual Report on Form 10-K for the fiscal year ended June 30, 2015, as filed with the SEC, which contained audited consolidated balance sheets as of June 30, 2015 (Parent) and 2014 (Parent), and the related consolidated statements of operations, changes in stockholders’ deficiency and cash flows for the year ended June 30, 2015 (Parent), periods from July 12, 2013 to June 30, 2014 (Parent), eleven days ended July 11, 2013 (predecessor company), (c) Registration Statement on Form 10, as filed with the SEC on July 2, 2014, as well as all amendments thereto, and (d) all current other reports on Form 8-K filed by the Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC after September 30subsequent to July 2, 2003 2014 (such reports are collectively referred to herein as the “Equitex 8-K Parent Reports”); . The Parent Reports constitute all of the documents required to be filed by the Parent with the SEC, including under Section 13 or subsections (ea) or (c) of Section 14 of the Exchange Act, through the date of this Agreement. The Parent Reports complied in all registration statements (as amended) under material respects with the Securities requirements of the Exchange Act and Securities Exchange Act the rules and regulations thereunder when filed. As of 1934 filed by Equitex with the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC (with respect to any of the “Equitex Registration Statements,” and together with the Equitex 10-K Parent Reports, Equitex Proxies and Equitex 10-Q Reports, referred to as the “Equitex SEC Filings”). As of their respective dates, or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex SEC Filings (i) Parent Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable rules and regulations of the SEC. The financial statements (including footnotes thereto) included in or incorporated by reference into the Equitex 10-K Reports, Equitex 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and fairly present, in all material respects, the financial condition of Equitex as of the dates thereof and results of operations for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitexmisleading.

Exchange Act Reports. (a) Prior to the date execution of this Agreement, Equitex Heartland has delivered or made available to the Company AIM complete and accurate copies of (ai) EquitexHeartland’s Annual Reports on Form 10-KSB 10 K for the years ended December 31, 2004 2016, 2017 and 2018, as amended (the “Equitex 10-Heartland 10 K Reports”) ), as filed under the Exchange Act with the United States Securities and Exchange Commission (the “SEC”), (bii) all Equitex Heartland proxy statements and annual reports to stockholders shareholders used in connection with meetings of Equitex stockholders Heartland shareholders held since Equitex’s incorporation January 1, 2016, and (“Equitex Proxies”); (ciii) EquitexHeartland’s Quarterly Reports Report on Form 10-QSB 10 Q for the quarters quarter ended September 30, 2003 through June 30, 2005 2019 (the “Equitex 10-Heartland 10 Q ReportsReport”), as filed under the Exchange Act with the SEC; (d) all current reports on Form 8-K filed with the SEC after September 30, 2003 (the “Equitex 8-K Reports”); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, referred to as the “Equitex SEC Filings”). As of their respective dates, or as subsequently amended prior such documents, together with all other material reports and statements (and any amendments required to be made with respect thereto) that Heartland was required to file with the SEC pursuant to the date hereofExchange Act after January 1, to Equitex’s Knowledge2019, each of the Equitex SEC Filings (ix) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iiy) each of the foregoing complied as to form in all material respects with the applicable Laws and rules and regulations of the SEC. The Since January 1, 2016, Heartland has filed all reports that it was required to file with the SEC pursuant to the Exchange Act. (b) Heartland’s financial statements (including any footnotes thereto) included contained in or incorporated by reference into the Equitex 10-Heartland 10 K Reports, Equitex 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) Heartland 10 Q Report were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted thereinthat the financial statements set forth in the Heartland 10 Q Report may not contain all notes required by GAAP and are subject to year-end adjustments, none of which is material) and fairly present, in all material respects, the consolidated financial condition position of Equitex Heartland and its Subsidiaries as of the dates thereof and the consolidated results of operations operations, changes in shareholders’ equity and cash flows for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitexthen ended.

Exchange Act Reports. Prior to the date of this Agreement, Equitex Acquiror has delivered furnished or made available to the Company Acquiree complete and accurate copies copies, as amended or supplemented, of its (a) Equitex’s Annual Reports Report on Form 10-KSB K for the years fiscal year ended December August 31, 2004 (the “Equitex 10-K Reports”) as filed with the United States Securities and Exchange Commission (the “SEC”), (b) all Equitex proxy statements and annual reports to stockholders used in connection with meetings of Equitex stockholders held since Equitex’s incorporation (“Equitex Proxies”); (c) Equitex’s Quarterly Reports on Form 10-QSB for the quarters ended September 30, 2003 through June 30, 2005 (the “Equitex 10-Q Reports”)2013, as filed with the SEC, which contained audited balance sheets of Acquiror as of August 31, 2013 and 2012, and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended; (db) all current reports on Registration Statement or Form 8-K S-1, as filed with the SEC after September 30, 2003 as well as all amendments thereto (the “Equitex 8-K ReportsForm S-1”); ) and (ec) all registration statements (as amended) other reports filed by Acquiror under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, such reports are collectively referred to herein as the “Equitex SEC FilingsAcquiror Reports”). The Acquiror Reports constitute all of the documents required to be filed by Acquiror with the SEC under the Exchange Act, through the date of this Agreement. The Acquiror Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Acquiror Reports. As of their respective dates, or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex SEC Filings (i) Acquiror Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with misleading. No order suspending the applicable rules and regulations effectiveness of the SEC. The financial statements (including footnotes thereto) included in or incorporated Form S-1 has been issued by reference into the Equitex 10-K ReportsSEC and, Equitex 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and fairly presentto Acquiror’s knowledge, in all material respects, the financial condition of Equitex as of the dates thereof and results of operations no proceedings for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which purpose have been and are reflected in initiated or threatened by the normally maintained books and records of EquitexSEC.

Exchange Act Reports. (a) The EasyWeb Common Stock has been registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and EasyWeb is subject to the periodic reporting requirements of Section 13 of the Exchange Act. (b) EasyWeb maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning EasyWeb and its subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the EasyWeb SEC Filings and other public disclosure documents. EasyWeb has delivered to ZIOPHARM copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. To EasyWeb’s knowledge, each director and executive officer thereof has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since at least January 1, 1999. As used in this Section 4.4(b), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (c) Prior to the date of this Agreement, Equitex EasyWeb has delivered or made available to the Company ZIOPHARM complete and accurate copies of (a) EquitexEasyWeb’s Annual Reports Report on Form 10-KSB for the years year ended December 31, 2004 (the “Equitex EasyWeb 10-K ReportsReport”) as filed with the United States Securities and Exchange Commission (the “SEC”), (b) all Equitex EasyWeb proxy statements and annual reports to stockholders used in connection with meetings of Equitex EasyWeb stockholders held since Equitex’s incorporation January 1, 2004 (the “Equitex ProxiesEasyWeb Proxy Statements”); (c) EquitexEasyWeb’s Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2004, June 30, 2004, September 30, 2003 through June 302004, and March 31, 2005 (the “Equitex EasyWeb 10-Q Reports”), as filed with the SEC; and (d) all current reports on Form 8-K filed with the SEC after September 30December 31, 2003 (the “Equitex EasyWeb 8-K Reports,”); (e) all or registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex EasyWeb 8-K Reports, the EasyWeb 10-K Reports, Equitex Proxies the EasyWeb Proxy Statements and Equitex the EasyWeb 10-Q Reports, referred to as the “Equitex EasyWeb SEC Filings”). As of their respective dates, dates or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex EasyWeb SEC Filings (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. The financial statements included in the EasyWeb SEC Filings complied when filed as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the rules and regulations of the SEC) and fairly present, subject in the case of the unaudited financial statements, to customary year end audit adjustments, the financial position of EasyWeb as at the dates thereof and the results of its operations and cash flows. EasyWeb has filed in a timely manner all reports required to be filed with the SEC pursuant to the Exchange Act. Each of the financial statements (including footnotes thereto) included in or incorporated by reference into in the Equitex 10-K ReportsEasyWeb SEC Filings (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, Equitex 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”ii) were was prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and (iii) fairly present, in all material respects, the financial condition of Equitex EasyWeb as of the respective dates thereof and results of operations and cash flows for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would The principal executive officer and the principal financial officer of EasyWeb have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, recordssigned, and accounts EasyWeb has filed with the SEC, all certifications required by Section 906 of Equitex accurately the Xxxxxxxx-Xxxxx Act of 2002 and fairly reflect, in reasonable detail, such certifications contain no qualifications or exceptions to the transactions, assetsmatters certified therein and have not been modified or withdrawn, and liabilities neither EasyWeb nor any of Equitex. Equitex its officers has not engaged in received notice from any transactiongovernmental entity questioning or challenging the accuracy, maintained any bank accountcompleteness, form or used any funds manner of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records filing of Equitexsuch certifications.

Exchange Act Reports. (a) Prior to the date execution of this Agreement, Equitex Heartland has delivered or made available to the Company FBLB complete and accurate copies of (ai) EquitexHeartland’s Annual Reports on Form 10-KSB 10‑K for the years ended December 31, 2004 2014, 2015 and 2016, as amended (the “Equitex 10-K Heartland 10‑K Reports”) ), as filed under the Exchange Act with the United States Securities and Exchange Commission (the “SEC”), (bii) all Equitex Heartland proxy statements and annual reports to stockholders shareholders used in connection with meetings of Equitex stockholders Heartland shareholders held since Equitex’s incorporation January 1, 2014, and (“Equitex Proxies”); (ciii) EquitexHeartland’s Quarterly Reports Report on Form 10-QSB 10‑Q for the quarters quarter ended September 30, 2003 through June 30, 2005 2017 (the “Equitex 10-Q ReportsHeartland 10‑Q Report”), as filed under the Exchange Act with the SEC; (d) all current reports on Form 8-K filed with the SEC after September 30, 2003 (the “Equitex 8-K Reports”); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, referred to as the “Equitex SEC Filings”). As of their respective dates, or as subsequently amended prior such documents, together with all other material reports and statements (and any amendments required to be made with respect thereto) that Heartland was required to file with the SEC pursuant to the date hereofExchange Act after January 1, to Equitex’s Knowledge2017, each of the Equitex SEC Filings (ix) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iiy) each of the foregoing complied as to form in all material respects with the applicable Laws and rules and regulations of the SEC. The Since January 1, 2014, Heartland has filed all reports that it was required to file with the SEC pursuant to the Exchange Act. (b) Heartland’s financial statements (including any footnotes thereto) included contained in or incorporated by reference into the Equitex 10-K Reports, Equitex 10-Q Heartland 10‑K Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) Heartland 10‑Q Report were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted thereinthat the financial statements set forth in the Heartland 10‑Q Report may not contain all notes required by GAAP and are subject to year-end adjustments, none of which is material) and fairly present, in all material respects, the consolidated financial condition position of Equitex Heartland and its Subsidiaries as of the dates thereof and the consolidated results of operations operations, changes in shareholders’ equity and cash flows for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitexthen ended.

Exchange Act Reports. (a) Prior to the date execution of this Agreement, Equitex unless publicly available, Acquirer has delivered or made available to the Company KFI complete and accurate copies of (ai) EquitexAcquirer’s Annual Reports on Form 10-KSB K for the years ended December 31, 2004 2015, 2016 and 2017, as amended (the “Equitex Acquirer 10-K Reports”) ), as filed under the Exchange Act with the United States Securities and Exchange Commission (the “SEC”), (bii) all Equitex Acquirer proxy statements and annual reports to stockholders shareholders used in connection with meetings of Equitex stockholders Acquirer shareholders held since Equitex’s incorporation January 1, 2015 and (“Equitex Proxies”); (ciii) EquitexAcquirer’s Quarterly Reports Report on Form 10-QSB Q for the quarters quarter ended September 30March 31, 2003 through June 30, 2005 2018 (the “Equitex Acquirer 10-Q ReportsReport”), as filed with the SEC; (d) all current reports on Form 8-K filed with the SEC after September 30, 2003 (the “Equitex 8-K Reports”); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” all such 10-K, 10-Q, proxy statements and together any other reports or filings with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, SEC collectively referred to as the “Equitex SEC FilingsReports”). As of their respective dates, or as subsequently amended prior the SEC Reports (together with all other material reports and statements (including any amendments required to be made with respect thereto) which have not been superseded by the Acquirer Form 10-K Reports, the Acquirer Form 10-Q Report and Acquirer’s most recent proxy statement) that Acquirer was required to file with the SEC pursuant to the date hereofExchange Act after January 1, to Equitex’s Knowledge2015, each of the Equitex SEC Filings (ix) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, at the time and in light of the circumstances under which they were made, not misleading and (iiy) complied as to form in all material respects with the applicable Laws and rules and regulations of the SEC. The Since January 1, 2015, Acquirer has filed all reports that it was required to file with the SEC pursuant to the Exchange Act. (b) Acquirer’s financial statements (including any footnotes thereto) included contained in or incorporated by reference into the Equitex Acquirer 10-K Reports, Equitex Reports and the Acquirer 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) Report were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted thereinthat the financial statements set forth in the Acquirer 10-Q Report may not contain all notes required by GAAP and are subject to year-end adjustments, none of which is material) and fairly present, in all material respects, present the consolidated financial condition position of Equitex Acquirer and its Subsidiaries as of the dates thereof and the consolidated results of operations operations, changes in shareholders’ equity and cash flows for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitexthen ended.

Exchange Act Reports. Prior to the date of this AgreementClosing Date, Equitex NM has delivered or made available to the Company MJK complete and accurate copies of (a) Equitex’s NM's Annual Reports on Form 10-KSB K (as amended) for the years ended December 31, 2004 1996 and 1997 (the “Equitex "NM 10-K Reports”") as filed with the United States Securities and Exchange Commission (the “SEC”), (b) all Equitex NM proxy statements and annual reports to stockholders shareholders used in connection with meetings of Equitex stockholders NM shareholders held since Equitex’s incorporation January 1, 1996 other than the Proxy Statement described in Section 4.10 below (“Equitex Proxies”the "NM Proxy Statements"); (c) Equitex’s NM's Quarterly Reports on Form 10-QSB Q (as amended) for the quarters ended March 31, June 30, and September 30, 2003 through June 30, 2005 1998 (the “Equitex "NM 10-Q Reports”), ") as filed with the SEC; and (d) all current reports on Form 8-K filed with the SEC after September 30, 2003 0000 (the “Equitex 8xxx "XX 0-K Reports”); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, referred to as the “Equitex SEC Filings”X Xxxxxxx"). As of their respective dates, dates or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex SEC Filings such documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable rules and regulations of the SEC. Since January 1, 1995, NM has filed in a timely manner all reports that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Exchange Act. The aforementioned NM financial statements (including footnotes thereto) included contained in or incorporated by reference into the Equitex NM 10-K Reports, Equitex Reports and the NM 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) are based upon the information contained in the books and records of NM and fairly present, in all material respects, present the financial condition of Equitex NM as of the dates thereof and results of operations for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting NM's audited financial statements as set forth in the Equitex Financial NM 10-K Reports and NM Proxy Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected prepared in accordance with GAAP. NM's unaudited financial statements as set forth in the normally maintained books NM 10-Q Reports and records the NM Proxy Statements have been prepared in accordance with GAAP applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required to be prepared in accordance with GAAP) consistently with NM's audited financial statements as described above and reflect all adjustments necessary to a fair statement of Equitexthe results for the interim periods presented.

Exchange Act Reports. Prior to the date of this Agreement, Equitex Manhattan has delivered or made available to the Company Tarpan complete and accurate copies of (a) EquitexManhattan’s Annual Reports Report on Form 10-KSB (as amended) for the years year ended December 31, 2004 2003 (the “Equitex Manhattan 10-K ReportsReport”) as filed with the United States Securities and Exchange Commission (the “SEC”), (b) all Equitex Manhattan proxy statements and annual reports to stockholders used in connection with meetings of Equitex Manhattan stockholders held since Equitex’s incorporation January 1, 2004 (the “Equitex ProxiesManhattan Proxy Statements”); (c) EquitexManhattan’s Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2003 through June 302004, 2005 (the “Equitex Manhattan 10-Q Reports”), as filed with the SEC; and (d) all current reports on Form 8-K filed with the SEC after September 30December 31, 2003 (the “Equitex Manhattan 8-K Reports,”); (e) all or registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex Manhattan 8-K Reports, the Manhattan 10-K Reports, Equitex Proxies the Manhattan Proxy Statements and Equitex the Manhattan 10-Q Reports, referred to as the “Equitex Manhattan SEC Filings”). As of their respective dates, dates or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex Manhattan SEC Filings (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. The Since January 1, 2004, Manhattan has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Exchange Act. Each of the financial statements (including footnotes thereto) included in or incorporated by reference into in the Equitex 10-K ReportsManhattan SEC Filings (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, Equitex 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”ii) were was prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and (iii) fairly present, in all material respects, the financial condition of Equitex Manhattan as of the respective dates thereof and results of operations and cash flows for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would The principal executive officer and the principal financial officer of Manhattan have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, recordssigned, and accounts Manhattan has filed with the SEC, all certifications required by Section 906 of Equitex accurately the Xxxxxxxx-Xxxxx Act of 2002 and fairly reflect, in reasonable detail, such certifications contain no qualifications or exceptions to the transactions, assetsmatters certified therein and have not been modified or withdrawn, and liabilities neither Manhattan nor any of Equitex. Equitex its officers has not engaged in received notice from any transactiongovernmental entity questioning or challenging the accuracy, maintained any bank accountcompleteness, form or used any funds manner of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records filing of Equitexsuch certifications.

Exchange Act Reports. (a) Prior to the date execution of this Agreement, Equitex Heartland has delivered or made available to the Company Premier Valley complete and accurate copies of (ai) EquitexHeartland’s Annual Reports on Form 10-KSB K for the years ended December 31, 2004 2012, 2013 and 2014, as amended (the “Equitex Heartland 10-K Reports”) ), as filed under the Exchange Act with the United States Securities and Exchange Commission (the “SEC”), (bii) all Equitex Heartland proxy statements and annual reports to stockholders shareholders used in connection with meetings of Equitex stockholders Heartland shareholders held since Equitex’s incorporation January 1, 2012, and (“Equitex Proxies”); (ciii) EquitexHeartland’s Quarterly Reports Report on Form 10-QSB Q for the quarters quarter ended September 30March 31, 2003 through June 30, 2005 2015 (the “Equitex Heartland 10-Q ReportsReport”), as filed under the Exchange Act with the SEC; (d) all current reports on Form 8-K filed with the SEC after September 30, 2003 (the “Equitex 8-K Reports”); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, referred to as the “Equitex SEC Filings”). As of their respective dates, or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex SEC Filings such documents (ix) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (iiy) complied as to form in all material respects with the applicable Laws and rules and regulations of the SEC. Since January 1, 2012, Heartland has filed all reports that it was required to file with the SEC pursuant to the Exchange Act. (b) The financial statements (including any footnotes thereto) included contained in or incorporated by reference into the Equitex Heartland 10-K Reports, Equitex Reports and the Heartland 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) Report were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and fairly present, in all material respects, present the consolidated financial condition position of Equitex Heartland and its subsidiaries as of the dates thereof and the consolidated results of operations operations, changes in shareholders’ equity and cash flows for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitexthen ended.

Exchange Act Reports. Prior to the date of this Agreement, Equitex Pubco has delivered or made available to the Company complete and accurate copies of (a) Equitex’s Pubco's Annual Reports on Form 10-10- KSB for the years ended December 31, 2004 (the “Equitex "Pubco 10-K Reports”") as filed with the United States Securities and Exchange Commission (the “"SEC”"), (b) all Equitex Pubco proxy statements and annual reports to stockholders used in connection with meetings of Equitex Pubco stockholders held since Equitex’s incorporation (“Equitex Proxies”)Pubco's incorporation, of which there are none; (c) Equitex’s Pubco's Quarterly Reports on Form 10-QSB for the quarters ended September June 30, 2003 through June September 30, 2005 2004 (the “Equitex "Pubco 10-Q Reports”"), as filed with the SEC; (d) all current reports on Form 8-K filed with the SEC after September June 30, 2003 (the “Equitex "Pubco 8-K Reports”"); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex Pubco with the SEC (the “Equitex "Pubco Registration Statements,” " and together with the Equitex Pubco 10-K Reports, Equitex Proxies Reports and Equitex Pubco 10-Q Reports, referred to as the “Equitex "Pubco SEC Filings”"). As of their respective dates, or as subsequently amended prior to the date hereof, to Equitex’s Knowledgethe Knowledge of Pubco, each of the Equitex Pubco SEC Filings (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable rules and regulations of the SEC. The financial statements Except as set forth on Schedule 3.4, since January 1, 2002, Pubco has filed in a timely manner all reports that it was required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Xxx"). Xxx xxxxxxxxx xxxxements (including footnotes thereto) included in or incorporated by reference into the Equitex Pubco 10-K Reports, Equitex Pubco 10-Q Reports and the Equitex Pubco Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and fairly present, in all material respects, the financial condition of Equitex Pubco as of the dates thereof and results of operations for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitex.

Exchange Act Reports. Prior to the date of this Agreement, Equitex Acquiror has delivered furnished or made available to the Company Acquiree complete and accurate copies copies, as amended or supplemented, of its (a) Equitex’s Annual Reports Report on Form 10-KSB K for the years fiscal year ended December 31, 2004 (the “Equitex 10-K Reports”) as filed with the United States Securities and Exchange Commission (the “SEC”), (b) all Equitex proxy statements and annual reports to stockholders used in connection with meetings of Equitex stockholders held since Equitex’s incorporation (“Equitex Proxies”); (c) Equitex’s Quarterly Reports on Form 10-QSB for the quarters ended September 30, 2003 through June 30, 2005 (the “Equitex 10-Q Reports”)2013, as filed with the SEC, which contained audited balance sheets of Acquiror as of December 31, 2013 and 2012, and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended; (db) all current reports on Registration Statement or Form 8-K S-1, as filed with the SEC after September 30, 2003 as well as all amendments thereto (the “Equitex 8-K ReportsForm S-1”); ) and (ec) all registration statements (as amended) other reports filed by Acquiror under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, such reports are collectively referred to herein as the “Equitex SEC FilingsAcquiror Reports”). The Acquiror Reports constitute all of the documents required to be filed by Acquiror with the SEC under the Exchange Act, through the date of this Agreement. The Acquiror Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Acquiror Reports. As of their respective dates, or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex SEC Filings (i) Acquiror Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with misleading. No order suspending the applicable rules and regulations effectiveness of the SEC. The financial statements (including footnotes thereto) included in or incorporated Form S-1 has been issued by reference into the Equitex 10-K ReportsSEC and, Equitex 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and fairly presentto Acquiror’s knowledge, in all material respects, the financial condition of Equitex as of the dates thereof and results of operations no proceedings for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which purpose have been and are reflected in initiated or threatened by the normally maintained books and records of EquitexSEC.

Exchange Act Reports. Prior Pubco has furnished or made available to Raditaz complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”), which contained an audited balance sheet of Pubco as of December 31, 2012, and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2012 and the period ended December 31, 2011, (b) Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, which contained an unaudited balance sheet of Pubco as of September 30, 2013, and the related unaudited statements of operations, changes in stockholders’ equity and cash flows for the quarter ended September 30, 2013, and (c) all other reports filed by Pubco under the Exchange Act with the SEC (such reports are collectively referred to herein as the “Pubco Reports”). The Pubco Reports constitute all of the documents required to be filed by Pubco with the SEC under the Exchange Act, through the date of this Agreement, Equitex has delivered or made available to the Company complete and accurate copies of (a) Equitex’s Annual . The Pubco Reports on Form 10-KSB for the years ended December 31, 2004 (the “Equitex 10-K Reports”) as filed complied in all material respects with the United States Securities requirements of the Exchange Act and Exchange Commission (the “SEC”)rules and regulations thereunder when filed. As of the date hereof, (b) all Equitex proxy statements and annual reports to stockholders used there are no outstanding or unresolved comments in connection with meetings comment letters received from the staff of Equitex stockholders held since Equitex’s incorporation (“Equitex Proxies”); (c) Equitex’s Quarterly Reports on Form 10-QSB for the quarters ended September 30, 2003 through June 30, 2005 (the “Equitex 10-Q Reports”), as filed with the SEC; (d) all current reports on Form 8-K filed with the SEC after September 30, 2003 (with respect to any of the “Equitex 8-K Pubco Reports”); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, referred to as the “Equitex SEC Filings”). As of their respective dates, or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex SEC Filings (i) Pubco Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with misleading. No order suspending the applicable rules and regulations effectiveness of the SEC. The financial statements (including footnotes thereto) included in or incorporated Form S-1 has been issued by reference into the Equitex 10-K ReportsSEC and, Equitex 10-Q Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and fairly presentto Pubco’s knowledge, in all material respects, the financial condition of Equitex as of the dates thereof and results of operations no proceedings for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which purpose have been and are reflected in initiated or threatened by the normally maintained books and records of EquitexSEC.

Exchange Act Reports. (a) Prior to the date execution of this Agreement, Equitex Heartland has delivered or made available to the Company CIC complete and accurate copies of (ai) EquitexHeartland’s Annual Reports on Form 10-KSB 10‑K for the years ended December 31, 2004 2012, 2013 and 2014, as amended (the “Equitex 10-K Heartland 10‑K Reports”) ), as filed under the Exchange Act with the United States Securities and Exchange Commission (the “SEC”), (bii) all Equitex Heartland proxy statements and annual reports to stockholders shareholders used in connection with meetings of Equitex stockholders Heartland shareholders held since Equitex’s incorporation January 1, 2012, and (“Equitex Proxies”); (ciii) EquitexHeartland’s Quarterly Reports Report on Form 10-QSB 10‑Q for the quarters quarter ended September 30, 2003 through June 30, 2005 2015 (the “Equitex 10-Q ReportsHeartland 10‑Q Report”), as filed under the Exchange Act with the SEC; (d) all current reports on Form 8-K filed with the SEC after September 30, 2003 (the “Equitex 8-K Reports”); (e) all registration statements (as amended) under the Securities Act and Securities Exchange Act of 1934 filed by Equitex with the SEC (the “Equitex Registration Statements,” and together with the Equitex 10-K Reports, Equitex Proxies and Equitex 10-Q Reports, referred to as the “Equitex SEC Filings”). As of their respective dates, or as subsequently amended prior to the date hereof, to Equitex’s Knowledge, each of the Equitex SEC Filings such documents (ix) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (iiy) complied as to form in all material respects with the applicable Laws and rules and regulations of the SEC. The Since January 1, 2012, Heartland has filed all reports that it was required to file with the SEC pursuant to the Exchange Act. (b) Heartland’s financial statements (including any footnotes thereto) included contained in or incorporated by reference into the Equitex 10-K Reports, Equitex 10-Q Heartland 10‑K Reports and the Equitex Registration Statements filed under the Securities Act (the “Equitex Financial Statements”) Heartland 10‑Q Report were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted therein) and fairly present, in all material respects, present the consolidated financial condition position of Equitex Heartland and its subsidiaries as of the dates thereof and the consolidated results of operations operations, changes in shareholders’ equity and cash flows for the periods referred to therein. Equitex has not received any advice or notification from its independent certified public accountants that Acquisition has used any improper accounting practice or failed to maintain proper internal controls that would have the effect of not reflecting or incorrectly reflecting in the Equitex Financial Statements or the books and records of Equitex, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Equitex accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Equitex. Equitex has not engaged in any transaction, maintained any bank account, or used any funds of Equitex, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Equitexthen ended.