Common use of Parent SEC Reports Clause in Contracts

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT has filed all forms, statements, reports and documents required to be filed or, if permissible, furnished by it with the Commission since such reports were required. The PARENT SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of its filing date, each PARENT SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreement.

Parent SEC Reports. Except as disclosed in Since September 17, 2021 and through the PARENT Schedulesdate of this Agreement, PARENT Parent has timely filed with, or furnished to, the SEC all forms, statements, reports and documents that have been required to be filed or furnished by it pursuant to applicable Laws (the “Parent SEC Reports”) and, to the Knowledge of Parent and except where such failure would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, from February 23, 2021 through September 16, 2021, Parent timely filed with, or furnished to, the SEC all forms, reports and documents that have been required to be filed or furnished by it pursuant to applicable Laws (the “Prior Parent SEC Reports”). Each Parent SEC Report and, to the Knowledge of Parent and except where such failure would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, each Prior Parent SEC Report, complied, as of its filing date (or, if permissibleamended or superseded by a filing prior to the date of this Agreement, furnished by it on the date of such amended or superseded filing), in all material respects with the Commission since such reports were required. The PARENT SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and each as in effect on the rules and regulations promulgated thereunderdate that such Parent SEC Report or Prior Parent SEC Report, and as applicable, was filed. As of its filing date (ii) did not, at the time they were filed, or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of on the date of such amendmentamended or superseded filing), each Parent SEC Report and, to the Knowledge of Parent and except as would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, each Prior Parent SEC Report, did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Since September 17, 2021 and, to the Knowledge of Parent and except as would not reasonably be expected to be material to Parent and its filing dateSubsidiaries taken as a whole, each PARENT SEC Report complied as to form from February 23, 2021 through September 16, 2021, Parent has been in compliance in all material respects with the applicable requirements listing and corporate governance rules and regulations of NYSE. As of the Securities Act date of this Agreement, to the Knowledge of Parent, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Reports or, except as would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, the Prior Parent SEC Reports. To the Knowledge of Parent, as of the date of this Agreement, none of the Parent SEC Reports or, except as would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, Prior Parent SEC Reports, is the subject of ongoing SEC review or investigation. None of Parent’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreement.

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT (a) The Parent has timely filed or otherwise furnished all forms, statementsreports, reports registration statements and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed or, if permissible, or furnished by it with the Commission SEC since the Applicable Date. (b) Each of the Parent’s forms, reports, registration statements and other documents filed or furnished by the Parent with the SEC since the Applicable Date (such reports were required. The PARENT forms, reports, registration statements and other documents, whether or not available through XXXXX, are collectively referred to herein as the “Parent SEC Reports Reports”) and the Certifications (i) were prepared in accordance as of the date of the filing thereof, complied as to form with the requirements of the Securities Act or the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, as of its filing date (or, if amendedamended or superseded by a subsequent filing prior to the date of this Agreement, as of on the date of such amendment, filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Since the Applicable Date and as of the Execution Date, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002. As of the Execution Date, there are no material outstanding or unresolved comments in comment letters received from the SEC or its filing datestaff, each PARENT and, to the Knowledge of the Parent, none of the Parent SEC Report complied as Reports is the subject of ongoing SEC review. None of the Parent’s Subsidiaries is subject to form the periodic reporting requirements of Section 13 or 15(b) of the Exchange Act or is otherwise required to file any periodic statements, schedules, reports, forms or other documents with the SEC. (c) The Parent has not, in all material respects the three months preceding the date hereof, received written notice from the NYSE that Parent is not in compliance with the listing or maintenance requirements of the NYSE. Since April 12, 2017, the Parent is, and has been, in compliance with the applicable requirements listing and corporate governance rules and regulations of the Securities Act NYSE applicable to it. (d) The Parent and its Subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures are reasonably designed to ensure that (i) all information required to be disclosed by the Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) all such information is accumulated and communicated to the Parent’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (e) The Parent and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in Exchange Act) reasonably designed to provide reasonable assurance regarding the condition, reliability of financial or otherwise, or in reporting and the earnings, business or operations preparation of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights financial statements for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed external purposes in accordance with Form 8-K and Schedule 14F-1. In GAAP. (f) Since the event that PARENT is Applicable Date, (i) there have not current in filing all PARENT SEC Reports when due, or been any changes in the event Parent’s internal controls over financial reporting that PARENT is no longer eligible are reasonably likely to have materially affect the Parent’s and its securities quoted Subsidiaries’ internal controls over financial reporting; (ii) the Parent has disclosed, based on the Electronic Bulletin Board maintained by most recent evaluation of its chief executive officer and its chief financial officer prior to the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate date of this Agreement, to the Parent’s outside auditors and the audit committee of the Parent’s board of directors any “significant deficiency” or “material weakness” in the design or operation of the Parent’s internal controls over financial reporting, which are reasonably likely to adversely affect in any material respect the Parent’s and its Subsidiaries’ ability to record, process, summarize, and report financial information; and (iii) none of the Parent, the Parent’s outside auditors or the audit committee of the Parent Board has received any oral or written notification of any Fraud, whether or not material, that involves management or other employees of the Parent who have a significant role in the Parent’s internal controls over financial reporting. The terms “significant deficiencies” and “material weaknesses” have the meanings assigned to such terms in Rule 13a-15(f) of the Exchange Act.

Parent SEC Reports. Except Parent has timely filed with, or furnished to, as disclosed in applicable, the PARENT Schedules, PARENT has filed SEC all forms, statements, reports and documents required to be filed or furnished by it since March 1, 2007 (all such forms, reports and documents, together with any documents filed during such period by Parent with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Parent SEC Reports”), each of which complied in all material respects, as of its filing date (or, if permissibleamended or superseded by a filing prior to the date of this Agreement, furnished by it on the date of such amended or superseded filing), with the Commission since such reports were required. The PARENT SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and each as in effect on the rules and regulations promulgated thereunder, and (ii) did not, at the time they were date such Parent SEC Report was filed, except as otherwise disclosed in any such Parent SEC Report. As of its filing date (or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of on the date of such amendmentamended or superseded filing), each Parent SEC Report, including any financial statements or schedules included or incorporated by reference therein, did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As True and correct copies of all Parent SEC Reports filed prior to the date hereof have been furnished to the Company or are publicly available in the XXXXX database of the SEC. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Report, and neither Parent nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing date, each PARENT SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreementcertifications.

Parent SEC Reports. Except as disclosed in the PARENT Schedules(a) Since January 1, PARENT 2019, Parent has filed or furnished (as applicable) all forms, statementsreports, reports schedules, statements and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto the “Parent SEC Reports”). (b) Each Parent SEC Report complied as of its filing date (or, if permissibleamended or superseded by a filing, furnished by it on the date of such amended or superseded filing, or, in the case of any Parent SEC Report that is a registration statement filed pursuant to the Securities Act, as of its effective date), as to form in all material respects with the Commission since such reports were required. The PARENT SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the rules and regulations promulgated thereunderSxxxxxxx-Xxxxx Act, and each as in effect on the date such Parent SEC Report was filed. (iic) did not, at the time they were filed, As of its filing date (or, if amendedamended or superseded by a filing, as of on the date of such amendmentamended or superseded filing, or, in the case of any Parent SEC Report that is a registration statement filed pursuant to the Securities Act, as of its effective date), each Parent SEC Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (d) As of its filing datethe date of this Agreement, each PARENT (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Reports or any registration statement filed by Parent with the SEC and (ii) to Parent’s Knowledge, no Parent SEC Report complied as to form nor any registration statement filed by Parent with the SEC is the subject of ongoing SEC review. (e) Parent is, and since January 1, 2019, has been in compliance in all material respects with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq. (f) No Subsidiary of Parent is subject to the reporting requirements of the Securities Act and Section 13(a) or Section 15(d) of the Exchange Act. (g) Since January 1, 2019, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the case may beExchange Act and Section 302 or 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and Nasdaq, and at the time of filing or submission of each such certification, the statements contained in each such certification were true and accurate as of the date thereof. There Since January 1, 2019, neither Parent nor any of its executive officers has not occurred received any material adverse change, written notice from the SEC or any development constituting a prospective material adverse changeother Governmental Entity challenging or questioning the accuracy, in the conditioncompleteness, financial form or otherwise, or in the earnings, business or operations manner of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for filing such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreement.certifications

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT (a) Parent has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or, if permissible, or furnished by it with or to the Commission SEC pursuant to the Exchange Act or the Securities Act since such January 1, 2015 (the forms, statements, reports were requiredand documents filed with or furnished to the SEC since January 1, 2015 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Parent SEC Reports”). The PARENT Each of the Parent SEC Reports (i) were prepared Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in accordance all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the any rules and regulations promulgated thereunder, and thereunder applicable to the Parent SEC Reports. As of their respective dates (ii) did not, at the time they were filed, or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Parent SEC Reports did not, and any Parent SEC Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. (b) Parent has timely responded to all comment letters from the Staff of the SEC relating to the Parent SEC Reports, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. As None of its filing datethe Parent SEC Reports filed on or prior to the date hereof is, to the Knowledge of Parent, subject to ongoing SEC review or investigation, and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each PARENT SEC Report complied as to form case regarding any accounting practices of Parent. (c) Parent is in compliance in all material respects with the applicable requirements listing and corporate governance rules and regulations of the Securities Act NYSE. (d) Parent has established and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by Parent in its filings with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’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 Xxxxxxxx-Xxxxx Act. Parent has established and maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the case may beExchange Act). There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in Such internal control over financial reporting provides reasonable assurance (i) regarding the condition, reliability of financial or otherwise, or in reporting and the earnings, business or operations preparation of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights financial statements for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed external purposes in accordance with Form 8-K GAAP, (ii) that receipts and Schedule 14F-1expenditures of Parent and its Subsidiaries are being made only in accordance with authorizations of management and the directors of Parent and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s and its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. In Parent has disclosed, based on the event that PARENT is not current in filing all PARENT SEC Reports when duemost recent evaluation of its management prior to the date of this Agreement, or to Parent’s auditors and the audit committee of Parent’s board of directors (x) any significant deficiencies and material weaknesses in the event design or operation of its internal control over financial reporting that PARENT is no longer eligible are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has made available prior to the date of this Agreement to Transferor (A) either materials relating to or a summary of any disclosure of matters described in clauses (x) or (y) in the preceding sentence made by management of Parent to its securities quoted auditors and audit committee on or after January 1, 2015 and prior to the Electronic Bulletin Board maintained date of this Agreement and (B) any material communication on or after January 1, 2015 and prior to the date of this Agreement made by management of Parent or its auditors to the audit committee as required by the Nasdaq Stock Marketlisting standards of the NYSE, Inc. on the Closing Dateaudit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since January 1, TARGET may elect 2015, no complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with Law, including from employees of Parent and its Subsidiaries regarding questionable accounting, auditing or legal compliance matters have, to terminate this Agreementthe Knowledge of Parent, been received by Parent.

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT has filed all forms, statements, reports and documents required to be filed or, if permissible, furnished by it with the Commission since such reports were required. The PARENT SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of its filing date, each PARENT SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreement.

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT (a) Parent has timely filed all required registration statements (including the registration statement on Form S-1 (File No. 333-145759)), reports, schedules, forms, statements, reports statements and other documents required to be filed or, if permissible, furnished by it with the Commission SEC since such reports were requiredJanuary 1, 2008 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “Parent SEC Reports”). The PARENT SEC Reports (i) were prepared in accordance with the requirements None of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amendedParent SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such amendmentfiling), contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements, if any, (including, in each case, the notes and schedules, if any, thereto) included in the Parent 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 and the absence of complete footnotes) in all material respects the financial position of Parent as of the respective dates thereof and the results of their operations and cash flows for the respective periods then ended. (b) The information in the Proxy Statement (other than information relating to the Company supplied by the Company for inclusion in the Proxy Statement) will not, as of the date of its distribution to the Parent Stockholders (or any amendment or supplement thereto) or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits 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, statement therein not false or misleading. As of its filing date, each PARENT SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreement.

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT (a) Parent has filed or furnished all forms, statements, reports and documents with the Securities and Exchange Commission (the “SEC”) that have been required to be filed or furnished by it under applicable Laws since January 1, 2008 (all such forms, reports and documents, the “SEC Reports”). Each SEC Report (or, if permissibleamended or superseded by a filing prior to the date of this Agreement, furnished by it with on the Commission since date of such reports were required. The PARENT SEC Reports (iamended or superseding filing) were prepared complied as of its filing date, in accordance with all material respects to the applicable 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, each as in effect on the date such SEC Report was filed. True and correct copies of all SEC Reports filed prior to the rules date hereof, whether or not required under applicable Law, have been furnished to the Company or are publicly available in the Electronic Data Gathering, Analysis and regulations promulgated thereunder, and Retrieval (iiXXXXX) did not, at database of the time they were filed, SEC. As of its filing date (or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of on the date of such amendmentamended or superseding filing), each SEC Report did not, and in the case of such SEC Report filed by Parent with the SEC after the date of this Agreement and prior to the Effective Time, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As None of its filing datethe Subsidiaries of Parent is required to file any forms, reports, schedules, statements or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each PARENT case, any related notes and schedules) contained in the SEC Report Reports, including any SEC Reports filed after the date of this Agreement and prior to the Effective Time, complied or will comply, as to form of their respective dates, in all material respects with all applicable accounting requirements and the applicable requirements published rules and regulations of the Securities SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (c) The chief executive officer and chief financial officer of Parent have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct, and Parent is otherwise in material compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale applicable listing and corporate governance rules of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this AgreementNasdaq.

Parent SEC Reports. Except as disclosed in the PARENT Schedules, PARENT (a) Parent has timely filed all required registration statements (including the registration statement on Form S-1 (File No. 333-145759)), reports, schedules, forms, statements, reports statements and other documents required to be filed or, if permissible, furnished by it with the Commission SEC since such reports were requiredJanuary 1, 2008 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “Parent SEC Reports”). The PARENT SEC Reports (i) were prepared in accordance with the requirements None of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amendedParent SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such amendmentfiling), contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement, Proxy Supplement or any other Parent SEC Report). The audited financial statements and unaudited interim financial statements, if any, (including, in each case, the notes and schedules, if any, thereto) included in the Parent 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 and the absence of complete footnotes) in all material respects the financial position of Parent as of the respective dates thereof and the results of their operations and cash flows for the respective periods then ended. (b) The information in the Proxy Statement or any amendment or supplement thereto (other than information relating to the Company supplied by the Company for inclusion in the Proxy Statement or any amendment or supplement thereto) will not, as of the date of its distribution to the Parent Stockholders or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits 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, statement therein not false or misleading. As of its filing date, each PARENT SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file with the Commission any proxy, information statement or similar report in advance of the consummation of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreement.

Parent SEC Reports. Except as disclosed in the PARENT Schedules(a) Since January 1, PARENT 2012, Parent has filed or furnished (as applicable) all forms, statementsreports, reports schedules, statements and documents with the SEC that have been required to be so filed or, if permissible, or furnished (as applicable) by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the Commission since such reports were required. The PARENT SEC Reports after January 1, 2012 and at or prior to the Effective Time that are not required to be so filed or furnished, the “Parent SEC Reports”). (ib) were prepared Each Parent SEC Report complied as of its filing date, as to form in accordance all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the rules and regulations promulgated thereunderXxxxxxxx-Xxxxx Act, and each as in effect on the date such Parent SEC Report was filed. (iic) did not, at the time they were filed, As of its filing date (or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of on the date of such amendmentamended or superseded filing), each Parent SEC Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As . (d) Since January 1, 2012, neither Parent nor any of its filing date, each PARENT Subsidiaries has received from the SEC Report complied as or any other Governmental Entity (i) any written comments that have not been resolved with respect to form in all material respects any of the Parent SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the applicable requirements SEC or (ii) any written notice that such Parent SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and there is not, as of the Securities Act and date of this Agreement, any investigation or review being conducted by the Exchange Act, as the case may be. There has not occurred any material adverse change, SEC or any development constituting a prospective material adverse change, in other Governmental Entity of any Parent SEC Reports (including the condition, financial statements included therein). (e) No executive officer of Parent has failed to make the certifications required of him or otherwise, her under Section 302 or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale 906 of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise Xxxxxxxx-Xxxxx Act with respect to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT Parent SEC Report, except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file disclosed in certifications filed with the Commission Parent SEC Reports. Since January 1, 2012, neither Parent nor any proxyof its executive officers has received any written notice from any Governmental Entity challenging or questioning the accuracy, information statement completeness, form or similar report in advance manner of the consummation filing of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreementcertifications.

Parent SEC Reports. Except as disclosed in the PARENT Schedules(a) Since January 1, PARENT 2012, Parent has filed or furnished (as applicable) all forms, statementsreports, reports schedules, statements and documents with the SEC that have been required to be so filed or, if permissible, or furnished (as applicable) by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the Commission since such reports were required. The PARENT SEC Reports after January 1, 2012 and at or prior to the Effective Time that are not required to be so filed or furnished, the “Parent SEC Reports”). (ib) were prepared Each Parent SEC Report complied as of its filing date, as to form in accordance all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the rules and regulations promulgated thereunderSxxxxxxx-Xxxxx Act, and each as in effect on the date such Parent SEC Report was filed. (iic) did not, at the time they were filed, As of its filing date (or, if amendedamended or superseded by a filing prior to the date of this Agreement, as of on the date of such amendmentamended or superseded filing), each Parent SEC Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As . (d) Since January 1, 2012, neither Parent nor any of its filing date, each PARENT Subsidiaries has received from the SEC Report complied as or any other Governmental Entity (i) any written comments that have not been resolved with respect to form in all material respects any of the Parent SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the applicable requirements SEC or (ii) any written notice that such Parent SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and there is not, as of the Securities Act and date of this Agreement, any investigation or review being conducted by the Exchange Act, as the case may be. There has not occurred any material adverse change, SEC or any development constituting a prospective material adverse change, in other Governmental Entity of any Parent SEC Reports (including the condition, financial statements included therein). (e) No executive officer of Parent has failed to make the certifications required of him or otherwise, her under Section 302 or in the earnings, business or operations of PARENT since its latest report on Form 10-QSB. Neither the offer or sale 906 of the PARENT Stock pursuant hereto nor the consummation of the transactions as contemplated by this Agreement give rise Sxxxxxxx-Xxxxx Act with respect to any rights for or relating to the registration of shares of PARENT Common Stock or other securities of PARENT Parent SEC Report, except as set forth on the PARENT Disclosure Schedule. PARENT is not required to prepare and deliver to its shareholders and file disclosed in certifications filed with the Commission Parent SEC Reports. Since January 1, 2012, neither Parent nor any proxyof its executive officers has received any written notice from any Governmental Entity challenging or questioning the accuracy, information statement completeness, form or similar report in advance manner of the consummation filing of the transactions contemplated hereby, except for such reports as may need be filed in accordance with Form 8-K and Schedule 14F-1. In the event that PARENT is not current in filing all PARENT SEC Reports when due, or in the event that PARENT is no longer eligible to have its securities quoted on the Electronic Bulletin Board maintained by the Nasdaq Stock Market, Inc. on the Closing Date, TARGET may elect to terminate this Agreementcertifications.