Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (a) Since January 1, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. The Company’s Annual Report on Form 10-K for the years ended December 31, 2009 and December 31, 2010, Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and all Current Reports on Form 8-K filed to date (athe “Reports”) Since January 1, 2014, the Company has timely have been filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (and the “Company SEC Reports”), all of which have Reports complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of applicable to such Reports on the Company 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 Company SEC Report. None of the Company SEC Reports date filed or furnished by the Company with the SEC since January 1SEC, 2014and the Reports did not contain, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of on the date of filing with the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofSEC, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact fact, or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not materially misleading; provided, however, that no representation is made . Other than as to filed with the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this AgreementSEC, the Company has Reports have not received any written orbeen amended, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, nor as of the date of this Agreementhereof has the Company filed any report on Form 8-K since July 6, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices 2011. All of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (ithe “Company Financial Statements”): (a) have been prepared fromfrom and on the basis of, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) generally accepted accounting principles applied on a basis consistent basis throughout the periods involved, with prior accounting periods; (iiib) fairly and accurately present in all material respects the consolidated financial position condition of the Company and its Subsidiaries as of their respective dates, the date of each such Company Financial Statement and the consolidated income, stockholders equity, results of its operations and changes in consolidated financial position or cash flows for the periods presented therein specified; and (subject, c) in the case of the unaudited annual financial statements, to are accompanied by the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge opinion of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (independent public accountants. Except as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company set forth in the Company SEC Reports that it files Financial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified reserved against in the SEC’s rules Company Financial Statements and forms. (d) To the Knowledge which remain outstanding and undischarged as of the Companydate hereof, since January 1, 2014, no employee (y) liabilities arising in the ordinary course of business of the Company since March 31, 2011, or any (z) liabilities incurred as a result of its Subsidiaries has provided this Agreement or is providing information which were not required by generally accepted accounting principles to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither be reflected or reserved on the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx ActFinancial Statements.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed with or furnished all reportsto the SEC, schedulesas applicable, forms, statements, prospectuses its shell company report on Form 20-F and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since August 9, 2021 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will 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; provided. (ii) The consolidated statements of financial position and the related consolidated statements of loss and comprehensive loss, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in equity and cash flows included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) Act have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its 100% owned consolidated subsidiary entities (“Subsidiaries”), (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations the consolidated loss and comprehensive loss, changes in consolidated financial position or equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments) , have been prepared in accordance with IFRS consistently applied during the periods involved, and (iv) complied as to form in the case of unaudited financial statements except for the absence of footnote disclosure, and otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (ciii) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1August 9, 20142021, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “and its Subsidiaries have conducted their respective businesses in all material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied respects in the design ordinary course of business, and no events, changes or operation of developments have occurred that, individually or in the internal control over financial reporting aggregate, have had or (ii) any fraud, whether or not material, that involves management or other employees who would reasonably be expected to have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsMaterial Adverse Effect. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable all forms, reports, schedules, formsprospectuses, statements, prospectuses registration statements and other statements and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since January 1, 2016 (including, for the avoidance of doubt, its annual report on Form 10-K for the fiscal year ended December 31, 2016, as amended by that Form 10-K/A filed on May 1, 2017, collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two amendment, no Company Report (2) Business Days prior including for purposes of this sentence, the Draft 10-Q to the date hereof, Knowledge of the Company) contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. The Company is a WKSI eligible to file a Registration Statement on Form S-3 under the Securities Act. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of income, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in stockholders’ equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date Act (including for purposes of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreementsentence, the Company has not received any written or, Draft 10-Q to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. ): (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1The Common Stock is registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, 2014as amended (the “Exchange Act”), the Company has timely filed or furnished and is listed on Nasdaq. The SEC Reports constitute all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it the Company with the SEC (pursuant to the “Company SEC Reports”)reporting requirements of the Exchange Act, all of which have complied as including pursuant to Sections 13, 14 or 15(d) thereof, since January 1, 2007. As of their respective filing dates ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, SEC Reports complied in all material respects with all applicable the requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer , and none of the Company 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 Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1Reports, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofwhen filed, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as . Nothing has come to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any attention of the Company since such respective dates that would indicate that the SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, are not true and correct in all material respects as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Actapplicable dates thereof. (b) The audited and unaudited consolidated financial statements of the Company and its subsidiaries (includingbalance sheet and statements of operations, as applicablecash flow and shareholders’ equity, together with the related notes thereto) for the fiscal year ended December 31, 2006 set forth in the Form 10-K contains the unqualified report of the Company’s independent certified public accountants (the “Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared fromFinancial Statements”), are true, complete and correct in accordance withall material respects, and accurately reflect consistent in all material respects with the books and records of the Company and its Subsidiariessubsidiaries, (ii) and have been prepared in accordance with GAAP United States Generally Accepted Accounting Principles (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial StatementsGAAP”) applied on a consistent basis throughout the periods involvedindicated. Except as may be otherwise specified in the Company Financial Statements or the notes thereto, (iii) the Company Financial Statements fairly present in all material respects the consolidated financial position condition, operating results and cash flows of the Company and its Subsidiaries subsidiaries as of their respective dates, the dates and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes indicated in accordance with GAAP. Since January 1, 2014, Nothing has come to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee attention of the Company or since such respective dates that would indicate that any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law such financial statements are not true and correct in all material respects as of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Actapplicable dates thereof.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable, the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 (the “2021 20-F”), Forms 6-K and all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since May 19, 2021. Since May 19, 2021, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (the “Company SEC Reports”), all ii) As of which have complied as of their its respective filing dates ordate, and, if amended or superseded by a subsequent filingamended, as of the date of the filing of such last such amendment (except to the extent that information contained in any Company Report has been revised or superseding filing superseded by a later filed Company Report filed and made at least two (2) Business Days publicly available prior to the date hereofof this Agreement), each Company Report (and any further documents so filed and incorporated by reference in each of the Company Reports) complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each case, the and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective filing date, and, if amended, as of the SEC promulgated thereunder. No executive officer filing of such last amendment and as of the Company has failed date hereof (except to the extent that information contained 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 Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended Report has been revised or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing later filed Company Report filed and made at least two (2) Business Days publicly available prior to the date hereofof this Agreement), no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, however, that no representation is made as to . (iii) Each of (i) the accuracy consolidated statements of any financial projections or forward-looking statements or the completeness position of any information filed or furnished by the Company as of December 31, 2020 and 2021, and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the three years in the period ended December 31, 2021 included in the 2021 20-F, (ii) the consolidated statements of financial position of the Company as of December 31, 2021 and September 30, 2022, and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the three and nine month periods for the period ended September 30, 2021 and 2022 included in the Report of Foreign Private issuer on Form 6-K furnished to the SEC solely for on November 14, 2022, and (iii) the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Unaudited Condensed Consolidated Financial Information (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or equity and cash flows of the Company and its Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, and (C) have been prepared in accordance with IFRS consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of the Unaudited Condensed Consolidated Financial Information, except for the absence of (x) footnote disclosure and (y) a condensed consolidated statement of changes in equity. (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations As of the date of this Agreement, there are no outstanding unresolved comments from any comment letters received by the Company from the SEC relating to reports, statements, schedules, registration statements or other filings filed or furnished by the Company with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding SEC. To the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any frauddate of this Agreement, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee none of the Company or any of its Subsidiaries has provided or Reports is providing information to any law enforcement agency regarding the violation subject of any applicable Law of ongoing review by the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx ActSEC.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable all forms, reports, schedules, formsprospectuses, statements, prospectuses registration statements and other statements and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since January 1, 2019 (including, for the avoidance of doubt, its annual report on Form 10-K for the fiscal year ended December 31, 2019, collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of income, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in stockholders’ equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. : (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1December 31, 20141994, the Company has timely filed or furnished all reports, schedules, required forms, statements, prospectuses reports and other documents with the Securities and Exchange Commission (the "SEC") required to be filed or furnished by it with pursuant to the federal securities laws and the SEC rules and regulations thereunder (the “"Company SEC Reports”Filings"), all of which have been delivered or made available to Purchaser and all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014Filings, including without limitation any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiled, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) such reports have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) generally accepted accounting principles applied on a consistent basis throughout the periods involved, (iiiexcept as stated in such financial statements) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of their respective dates, the dates thereof and the consolidated income, stockholders equity, results of their operations and changes in consolidated financial position or cash flows for the periods presented therein (then ended, subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied . Except as to form reflected, reserved against or otherwise disclosed in all material respects with applicable accounting requirements and the published rules and regulations financial statements of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company included in the Company SEC Reports that it files or submits under the Exchange Act is recordedFilings, processed, summarized and reported within the time periods specified as otherwise disclosed in the SEC’s rules and forms. (d) To the Knowledge of the CompanyCompany Filings or as disclosed on Schedule 3.5, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither neither the Company nor any of its Subsidiaries norsubsidiaries has any material liabilities or obligations (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, the Knowledge of the Company, any director, officer, employee or agent financial statements of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Actbusiness since November 30, 1997.

Reports; Financial Statements. (a) Since January 1, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiling, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (includingstatements, as applicable, including the related notes and schedules thereto, (collectively, the “Company Financial Statements”) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, (iii) involved and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes (to the extent permitted to by excluded by Form 10-Q and applicable SEC rules) and normal year-end audit adjustments) and (iv) complied as to form adjustments that individually or in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoaggregate are not material). (c) The Company maintains, and at all times since January 1, 2014 has designed and maintains maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of and 15d-15(f) under the Exchange Act) sufficient which is designed to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and such policies and procedures provide reasonable assurance that: (i) records are maintained in reasonable detail to accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) the unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries that could have a material effect on the financial statements are prevented or timely detected. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2015, and such assessment concluded that such controls were effective. Since January 1, 2014, neither the Company nor, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, independent registered accountant has identified or been made aware of of: (iA) any existing “significant deficiencies” deficiency or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weakness in the design or operation of the internal control over financial reporting or utilized by the Company; (iiB) any illegal act or fraud, whether or not material, that involves the management or other employees who have a significant role in of the Company’s internal controls over financial reporting. ; or (C) any claim or allegation regarding any of the foregoing. (d) The Company maintains and has designed and maintains since January 1, 2014 maintained, disclosure controls and procedures (as defined in required by Rule 13a-15 of or 15d-15 under the Exchange Act) sufficient Act that are designed to provide reasonable assurance that all information required to be disclosed by the Company in the Company SEC Reports Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsforms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable law, presented in any applicable Company SEC Reports that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and, to the extent required by applicable law, disclosed in such report or amendment any change in the Company’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ. (de) To the Knowledge of The Company is not a party to, nor has it any obligation or other commitment to, become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, since January 1on the one hand, 2014and any unconsolidated Affiliate, no employee including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. other Company SEC Reports. (f) Neither the Company nor any of its Subsidiaries norhas outstanding, or has arranged any outstanding, “extensions of credit” to the Knowledge of the Company, any director, officer, employee directors or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries executive officers in the terms and conditions of employment because of any lawful act of such employee described in Section 806 violation of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1Except as set forth in Section 4.05(a) of the Disclosure Letter, 2014since April 22, 1998, the Company has timely duly filed or furnished all forms, reports, schedules, forms, statements, prospectuses proxy statements and other documents required to be filed or furnished by it with the SEC. True and correct copies of all filings made by the Company with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the since such date of the last such amendment or superseding filing made at least two (2) Business Days and prior to the date hereofhereof (the "COMPANY SEC REPORTS"), whether or not required under applicable laws, rules and regulations and including any registration statement filed by the Company under the Securities Act of 1933, as amended (the "SECURITIES ACT"), have been either made available or are publicly available to Parent and Purchaser. As of their respective dates, the Company SEC Reports (other than preliminary material) complied in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, the Exchange Act as applicable, and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect thereunder applicable to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any such Company SEC Report. None Reports and none of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiled, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited consolidated financial statements of the Company for the year ended December 31, 1999 (the "1999 FINANCIAL STATEMENTS") and the audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are comply as to form in accordance with, all material respects with applicable accounting requirements and accurately reflect with the books rules and records regulations of the Company SEC with respect thereto and its Subsidiaries, (ii) have been were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders shareholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subjecttherein, in the case of except that the unaudited interim financial statements, statements were or are subject to the absence of footnotes normal and normal recurring year-end audit adjustments) adjustments which have not been and (iv) complied are not reasonably likely to be materially adverse to the Company and its Subsidiaries taken as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoa whole. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of Except (i) any existing “significant deficiencies” as reflected or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied reserved against or disclosed in the design or operation of the internal control over financial reporting or 1999 Financial Statements, (ii) any fraud, whether or for liabilities that are not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company recorded or reflected on a balance sheet under United States generally accepted accounting principles and (iii) as incurred in the Company SEC Reports that it files or submits under the Exchange Act is recordedordinary course of business since December 31, processed1999, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither neither the Company nor any of its Subsidiaries norhas any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, or whether due or to the Knowledge of the Companybecome due, any directorother than liabilities that have not had or would not reasonably be likely to have, officer, employee individually or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Actaggregate, a Material Adverse Effect.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed with or furnished all reportsto the SEC, schedulesas applicable, forms, statements, prospectuses its shell company report on Form 20-F and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since August 9, 2021 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will 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; provided. (ii) Each of the consolidated balance sheets and the related consolidated statements of operations, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by shareholders’ equity (deficit) and cash flows included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) Act have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its 100% owned consolidated subsidiary entities (“Subsidiaries”), (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments) , have been prepared in accordance with IFRS consistently applied during the periods involved, and (iv) complied as to form in the case of unaudited financial statements except for the absence of footnote disclosure, and otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (ciii) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1August 9, 20142021, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “and its Subsidiaries have conducted their respective businesses in all material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied respects in the design ordinary course of business, and no events, changes or operation of developments have occurred that, individually or in the internal control over financial reporting aggregate, have had or (ii) any fraud, whether or not material, that involves management or other employees who would reasonably be expected to have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsMaterial Adverse Effect. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1November 30, 20142010, (i) the Company has timely filed or furnished all reports, schedules, forms, statementsstatements and other documents required to be filed or furnished by it with the SEC, prospectuses all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) and (ii) the Company will file prior to the Effective Time all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereundersuch time. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports report, schedule, form, statement or other document filed or furnished by the Company with the SEC since January 1November 30, 20142010 (the “Company SEC Reports”). None of the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiled, contained (or, with respect to Company SEC Reports filed after the date hereof, or will containcontain when filed) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act and prior to November 30, 2010, the Company was not required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, including the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (iior when so filed will be) have been prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a consistent basis (except as may be indicated in “GAAP”) throughout the notes thereto orperiods involved (subject, in the case of the unaudited statements, as permitted by Form 10to normal year-Q of end audit adjustments and to any other adjustments set forth therein including the SEC, the “Financial Statements”notes thereto) applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, except as may be set forth therein or in the case notes thereto). All of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable Company’s Subsidiaries are consolidated for accounting requirements and the published rules and regulations of the SEC with respect theretopurposes. (c) The Company has designed and maintains its Subsidiaries have implemented and maintain a system of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, 2014including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Knowledge Company’s outside auditors and the audit committee of the Company, neither Board of Directors of the Company nor the Company’s auditor have, identified or been made aware of (iA) any existing “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the internal control controls over financial reporting or (iias defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 To the knowledge of the Exchange Act) sufficient Company, as of the date hereof, the Company’s Chief Executive Officer and Chief Financial Officer will be able to provide reasonable assurance that information give the certifications and attestations required pursuant to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsregulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when due. (d) To Since July 1, 2010 through the Knowledge date of this Agreement, to the knowledge of the Company, since January 1(i) none of the Company, 2014any of its Subsidiaries or any director, no employee officer, or auditor of the Company or any of its Subsidiaries has provided received, or is providing information to otherwise had or obtained knowledge of, any law enforcement agency material complaint, allegation, assertion or claim, whether written or oral, regarding the violation of any applicable Law accounting or auditing practices, procedures, methodologies or methods of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor or any of its Subsidiaries noror their respective internal accounting controls, to including any material complaint, allegation, assertion or claim that the Knowledge Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the CompanyCompany or any of its Subsidiaries, any director, officer, employee whether or agent of not employed by the Company or any of its Subsidiaries, has dischargedreported evidence of a material violation of securities Laws, demoted breach of fiduciary duty or suspended an employee of similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (e) Neither the Company nor any of its Subsidiaries has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP, other than (i) such liabilities (A) disclosed, reflected or reserved against in the terms financial statements of the Company included in the Company SEC Reports filed and conditions available prior to the date hereof (including any notes thereto) or (B) incurred in the ordinary course of employment because business consistent with past practice since December 31, 2010, which, in the case of any lawful act clause (B) only, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (ii) such liabilities arising or resulting from an existing contract, or a contract entered into in compliance with this Agreement, except to the extent that such liabilities arose or resulted from a breach or a default of such employee described contract or (iii) such liabilities which have been discharged or paid in Section 806 full in the ordinary course of business as of the Xxxxxxxxdate of this Agreement. (f) Section 3.05(f) of the Disclosure Letter sets forth the amount of cash held by the Company or its Subsidiaries, as of July 2, 2011, in each jurisdiction in which Company cash is held and the portion of such cash in each jurisdiction that constitutes “restricted” cash for purposes of GAAP. (g) As of the date of this Agreement, there are no transactions, agreements, arrangements or understandings involving the Company or its Subsidiaries that would be required to be disclosed under Item 404 of Regulation S-Xxxxx K under the Securities Act.

Reports; Financial Statements. (a) Since January 1, 20142017, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 20142017, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (the “Company Financial Statements”) (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its SubsidiariesSubsidiaries in all material respects, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 20142017, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, have identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1September 19, 20142018, the Company Parent has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company Parent SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company 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 Company Parent SEC Report. None of the Company Parent SEC Reports filed or furnished by the Company Parent with the SEC since January 1September 19, 20142018, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company Parent to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company Parent SEC Reports. As of the date of this Agreement, the Company Parent has not received any written or, to the Company’s Knowledgeknowledge of Parent, oral notice from the SEC that any of the Company Parent SEC Reports is the subject of any ongoing investigation. To the Knowledge knowledge of the CompanyParent, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the CompanyParent. None of the CompanyParent’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Parent included (or incorporated by reference) in the Company Parent SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company Parent and its SubsidiariesSubsidiaries in all material respects, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company Parent and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1September 19, 20142018, to the Knowledge knowledge of the CompanyParent, neither the Company Parent nor the CompanyParent’s auditor have, have identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal controls over financial reporting. The Company Parent has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company Parent in the Company Parent SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1, 20142008, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “Company SEC ReportsSEC”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports reports, schedules, forms, statements and other documents filed or furnished by the Company with the SEC since January 1, 20142008 (the “Company SEC Reports”), including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, including the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, (iii) involved and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto). (c) The Company has designed and maintains its Subsidiaries have implemented and maintain a system of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended January 1, 20142011 and the description of such assessment set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011 is accurate in all material respects. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Knowledge Company’s outside auditors and the audit committee of the Company, neither the Company nor the Company’s auditor have, identified or been made aware Board of Directors (iA) any existing “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the internal control controls over financial reporting or (iias defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries noris a party to, or has any commitment to the Knowledge of the Companybecome a party to, any directorjoint venture, officer, employee off-balance sheet partnership or agent of any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, has dischargedon the one hand, demoted and any unconsolidated Affiliate, including any structured finance, special purpose or suspended an employee limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or any of its Subsidiaries in the terms and conditions Company SEC Reports. (e) Neither the Company nor any of employment because of its Subsidiaries has any lawful act of such employee described in Section 806 Liability (as defined below) that would be required by GAAP to be reflected on a consolidated balance sheet of the Xxxxxxxx-Xxxxx ActCompany except for (i) Liabilities that are reflected, or for which reserves were established, on the audited consolidated balance sheet of the Company as of January 1, 2011 in the Company SEC Reports or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business and consistent with past practice since January 1, 2011, (iii) Liabilities that are incurred in connection with this Agreement and the Merger and the other transactions contemplated hereby and (iv) Liabilities that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. As used in this Agreement, the term “Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown or matured or unmatured, including those arising under any Law and those arising under any Contract.

Reports; Financial Statements. (ai) Since January 1, 2014, the Company DISH has timely filed or furnished furnished, as applicable, on a timely basis all reports, schedules, material forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (such forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company SEC DISH Reports”). Each of the DISH Reports, all at the time of which have complied as of their respective its filing dates or being furnished (or, if amended or superseded by a subsequent filingprior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (ivamendment) complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC with respect theretoExchange Act. (cii) The Company has designed Each of the consolidated balance sheets included in or incorporated by reference into the DISH Reports (including the related notes and maintains a system schedules), fairly presents the consolidated financial position of internal controls over financial reporting DISH and its consolidated Subsidiaries as of the dates thereof and each of the consolidated statements of operations and comprehensive income (loss), changes in stockholders’ or shareholder’s equity and cash flows included in or incorporated by reference into the DISH Reports (including any related notes and schedules), fairly presents the results of operations and cash flows of DISH and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and lack of footnote disclosure), in each case in accordance with GAAP consistently applied during the periods involved, except as defined in Rules 13a-15(f) of may be noted therein or may be permitted by the SEC under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (diii) To the Knowledge There are no obligations or liabilities of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company DISH or any of its Subsidiaries, has dischargedwhether or not accrued, demoted contingent or suspended an employee of otherwise and whether or not required to be disclosed or any other facts or circumstances which could reasonably be expected to result in any claims against, or obligations or liabilities of, DISH or its Subsidiaries except for (x) those liabilities set forth in the Company consolidated balance sheets included in or incorporated by reference into the DISH Reports, (y) future executory liabilities arising under any Contract binding upon DISH or any of its Subsidiaries (other than as a result of breach of contract, tort, infringement or violation of Applicable Law) or (z) those that have not had and would not reasonably be expected to have, individually or in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Actaggregate, a Material Adverse Effect.

Reports; Financial Statements. (ai) Since January 1The Company has filed or furnished, 2014as applicable, (A) its annual report on Form 10-K for the fiscal year ended December 31, 2015, (B) its quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2016, (C) its proxy statement relating to the annual meeting of the stockholders of the Company has timely filed or furnished held in 2016 and (D) all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2015 (collectively, the “"Company SEC Reports”"). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of income, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in stockholders' equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Act (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders' equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1, 20142006, each of the Company and Claymont Steel, Inc. (“OpCo”) has timely filed or furnished all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”)SEC, all of which have complied as to form, as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company or OpCo has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx Act Act”) with respect to any Company SEC Report. None Except to the extent amended or superseded by a subsequent filing with the SEC that was filed prior to the date of this Agreement, as of their respective dates (and if so amended or superseded, then as of the Company SEC Reports date of such subsequent filing), none of the reports, schedules, forms, statements and other documents filed or furnished by the Company with the SEC since January 1, 20142006 (the “Company SEC Reports”) and prior to the date hereof, whether or not required under applicable laws, rules and regulations and including any registration statement filed by the Company or OpCo under the Securities Act, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiled, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, including the related notes thereto) of the Company included (or incorporated by reference) and OpCo, as applicable, contained in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial StatementsGAAP”) applied on a consistent basis throughout the periods involvedinvolved (except (i) as may be indicated in the notes thereto, (ii) to the extent required by changes in GAAP, and (iii) in the case of unaudited financial statements, normal recurring year-end audit adjustments and as permitted by Form 10-Q promulgated by the SEC), and fairly present in all material respects the consolidated financial position of the Company or OpCo, as applicable, and its their respective Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case therein. All of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable Company’s Subsidiaries are consolidated for accounting requirements and the published rules and regulations of the SEC with respect theretopurposes. (c) The Company has designed and maintains its Subsidiaries have implemented and maintain a system of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to evaluate and provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, 2014including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Knowledge Company’s outside auditors and the audit committee of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of Board (iA) any existing “all significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the internal control controls over financial reporting or (iias defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed A true, correct and maintains disclosure controls complete summary of any such disclosures made by management to the Company’s auditors and procedures (as defined audit committee since January 1, 2006, is set forth in Rule 13a-15 Section 4.05(c) of the Exchange Act) sufficient Disclosure Letter. As of the date hereof, to provide reasonable assurance that information the Company’s knowledge, the Company’s Chief Executive Officer and Chief Financial Officer will be able to give the certifications required pursuant to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsregulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualifications, when due. (d) To the Knowledge Since January 1, 2006, (i) none of the Company, since January 1its Subsidiaries and, 2014to the knowledge of the Company, no employee any director, officer, auditor or accountant of the Company or any of its Subsidiaries has provided received any material complaint, allegation, assertion or is providing information claim, in writing, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any law enforcement agency regarding the violation of any applicable Law director or executive officer of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Company. (e) Neither the Company nor any of its Subsidiaries norhas any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to become due and required to be recorded or reflected on a balance sheet or in the Knowledge of notes thereto under GAAP, other than such liabilities (i) reflected or accrued or reserved against in the Company, any director, officer, employee or agent financial statements of the Company included in the Company SEC Reports filed and available prior to the date hereof or any reflected in the notes thereto, or (ii) incurred in the ordinary course of business consistent with past practice since December 31, 2006, that have not had and would not, individually or in the aggregate with all other liabilities of the Company and its Subsidiaries, has dischargedreasonably be expected to have, demoted a Material Adverse Effect, or suspended an employee of incurred in connection with the Company transactions contemplated or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Actexpressly permitted by this Agreement.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable all forms, reports, schedules, forms, statements, prospectuses and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act since February 1, 2021 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Exchange Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two amendment, no Company Report (2) Business Days prior including for purposes of this sentence, the Draft 10-K to the date hereof, Knowledge of the Company) contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreementhereof, the Company has not received any written oris a WKSI eligible to file a Registration Statement on Form S-3 under the Securities Act. (ii) Each of the consolidated balance sheets, to and the Company’s Knowledgerelated consolidated statements of income, oral notice from changes in stockholders’ equity and cash flows, included in the Company Reports filed with the SEC that any under the Exchange Act (including for purposes of this sentence, the Company SEC Reports is the subject of any ongoing investigation. To Draft 10-K to the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. ): (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1, 2014, the The Company has timely filed or furnished all forms, reports, schedules, forms, statements, prospectuses certifications and other documents required to be filed or furnished by it with or to the SEC Securities and Exchange Commission (the “Company SEC ReportsSEC”)) since January 1, 2004, all of which have complied complied, as to form, as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act and, in each case, of 2002 and the rules and regulations of promulgated thereunder (the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx“Sxxxxxxx-Xxxxx Act with respect to any Company SEC ReportAct”). None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffurnished, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy . No executive officer of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any Company SEC solely for Report. The Company has made available to Parent true, correct and complete copies of all material written correspondence between the purposes SEC, on the one hand, and the Company and any of complying with Regulation FD promulgated under its Subsidiaries, on the Exchange Actother hand. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As To the knowledge of the date of this AgreementCompany, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any none of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries review or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Companyoutstanding SEC comment. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, including the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared fromReports, are in accordance withas amended or supplemented prior to the date of this Agreement, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders stockholders’ equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes normal and normal recurring year-end audit adjustments) and (iv) complied as adjustments that are not expected to form be material in all material respects with applicable accounting requirements and the published rules and regulations amount or effect). All of the SEC with respect theretoCompany’s Significant Subsidiaries are consolidated for accounting purposes. (c) The Company (i) has designed implemented and maintains a system disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rules Rule 13a-15(f) of the Exchange Act) sufficient that would reasonably be expected to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor adversely affect the Company’s auditor haveability to record, identified or been made aware of process, summarize and report financial information and (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any director, officer, employee employee, auditor, accountant or agent representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in improper accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has dischargedreported evidence of a material violation of federal or state securities Laws, demoted breach of fiduciary duty or suspended an employee of similar violation by the Company or any of its Subsidiaries officers or directors to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (e) Except as disclosed in the terms and conditions Company SEC Reports filed prior to the date of employment because this Agreement, neither the Company nor any of its Subsidiaries has any liabilities of any lawful act of nature, whether accrued, absolute, fixed, contingent or otherwise (including as may be owing under indemnity or contribution arrangements), whether due or to become due, that would be required to be recorded or reflected on a balance sheet under GAAP that would, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, other than such employee described in Section 806 liabilities (i) as and to the extent reflected or reserved against on the consolidated balance sheet of the Xxxxxxxx-Xxxxx ActCompany dated as of September 30, 2006 (including the notes thereto) included in the Company SEC Reports, (ii) that have been incurred in the ordinary course of business consistent with past practice since September 30, 2006 or (iii) incurred to the extent permitted by Section 5.1.

Reports; Financial Statements. (a) Since January 1TetriDyn filed its quarterly report on Form 10-Q for the quarter ended June 30, 20142012, on August 20, 2012. During the Company has timely three years preceding such filing, TetriDyn had filed or furnished all forms, reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC SEC, including all quarterly reports on Form 10-Q, all annual reports on Form 10-K, all current reports on Form 8-K, and all other reports, schedules, registration statements, or other documents (collectively referred to as the “Company TetriDyn SEC Reports”), all of which except when the failure to file any such forms, reports, statements, or other documents would not have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of TetriDyn Material Adverse Effect. The TetriDyn SEC Reports were prepared in accordance with the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of applicable law (including the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each caseas the case may be, and the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect thereunder applicable to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company such TetriDyn SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, Reports) and did not at the time they were filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided. A copy of the SEC docket showing the TetriDyn SEC Reports, however, that no representation is made as linked to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company actual filings, is available at hxxx://xxx.xxx.xxx/xxx-bin/browse-exxxx?action=getcompany&CIK=0000827099&owner=exclude&count=40&hidefilings=0. TetriDyn is subject to the SEC solely for the purposes periodic reporting requirements of complying with Regulation FD promulgated under Section 15(d) of the Exchange Act. As Act and has no class of the date equity securities registered under Section 12 of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The Included in Schedule 4.07 of the TetriDyn Schedules are the unaudited balance sheet of TetriDyn as of December 31, 2014 (“TetriDyn’s Current Balance Sheet”), together with certain adjustments, on a pro forma basis, to reflect certain actions and agreements to be effected in accordance with this Agreement and separate agreements related to or affecting TetriDyn entered into and to be consummated contemporaneously herewith and of which the parties have knowledge. Schedule 4.07 also includes the Annual Report on Form 10-K for the year ended December 31, 2011, which contains the audited consolidated balance sheets of TetriDyn as of December 31, 2011, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2011 and 2010, including the notes thereto and the report of Wxxx & Company, P.A., certified public accountants, thereon. TetriDyn’s Current Balance Sheet does not include note disclosures that are required under generally accepted accounting principles, but contains all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position of TetriDyn for the periods and as of the dates indicated. Except for the absence of note disclosures respecting TetriDyn’s Current Balance Sheet, all such audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) generally accepted accounting principles applied on a consistent basis throughout the periods involved, involved (iiiexcept: (a) to the extent required by changes in generally accepted accounting principles; and (b) as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries TetriDyn as of their the respective dates, dates thereof and the consolidated income, stockholders equity, results result of operations and changes in consolidated financial position or cash flows for the periods presented therein indicated (subject, in the case including reasonable estimates of the unaudited financial statements, to the absence of footnotes normal and normal recurring year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of ), except that any unaudited interim financial statements for external purposes in accordance with GAAP. Since January 1, 2014, were or will be subject to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed normal and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsrecurring year-end adjustments. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January June 1, 20141997, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”)SEC, all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished filings made by the Company with the SEC since January 1, 2014such date and prior to the date hereof (the "Company SEC Reports"), including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiled, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”"GAAP") applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders stockholders' equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (therein, except as specifically provided in the notes thereto and subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as , none of which were, or are anticipated to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretobe, material. (c) The Company has designed and maintains a system of internal controls over Except as reflected or reserved against or disclosed in the financial reporting (as defined in Rules 13a-15(f) statements of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company included in the Company SEC Reports that it files or submits under the Exchange Act is recordedReports, processed, summarized and reported within the time periods specified except as incurred in the SEC’s rules and forms. (d) To ordinary course of business consistent with past practice since May 31, 2000 or in connection with the Knowledge of the Companytransactions contemplated hereby, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither neither the Company nor any of its Subsidiaries norhas any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to the Knowledge of the Companybecome due and whether or not required to be recorded or reflected on a balance sheet under GAAP. Since May 31, any director2000, officer, employee or agent of neither the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or nor any of its Subsidiaries has incurred any liabilities other than liabilities that (i) have been incurred in the terms ordinary course of business consistent with past practice or in connection with the transactions contemplated hereby and conditions of employment because of any lawful act of such employee described (ii) have not had and are not reasonably likely to have, individually or in Section 806 of the Xxxxxxxx-Xxxxx Actaggregate, a Material Adverse Effect.

Reports; Financial Statements. (ai) Since January 1The Company has filed or furnished, 2014as applicable, (A) its annual report on Form 10-K for the fiscal year ended December 31, 2022, (B) its quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2023, (C) its proxy statement relating to the annual meeting of the stockholders of the Company has timely filed or furnished held in 2023 and (D) all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since February 11, 2022 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of operations and comprehensive loss, that no representation is made as to the accuracy consolidated statements of any financial projections or forward-looking equity, and consolidated statements or the completeness of any information filed or furnished by cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Act (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its SubsidiariesGroup, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their the respective datesdates shown, and the consolidated income, stockholders equity, results of operations and changes (C) have been prepared in consolidated financial position or cash flows for accordance with GAAP consistently applied during the periods presented involved, except as otherwise set forth therein (subject, or in the case notes thereto and (D) otherwise comply with the requirements of the unaudited financial statements, to the absence of footnotes SEC. (iii) The Company Group (i) makes and normal year-end audit adjustments) keeps accurate books and (iv) complied as to form records in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (cii) The Company has designed and maintains a system systems of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014including, but not limited to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal accounting controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to be disclosed by permit preparation of its financial statements in accordance with GAAP and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management’s general or specific authorization, (D) the Company in recorded accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge end of the Company’s most recent audited fiscal year, since January 1there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information reasonably likely to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries normaterially affect, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act’s internal control over financial reporting.

Reports; Financial Statements. (ai) Since January 1, 2014, the Company EchoStar has timely filed or furnished furnished, as applicable, on a timely basis all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act *** (such forms, statements, reports and documents filed or furnished *** and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company SEC EchoStar Reports”). Each of the EchoStar Reports, all at the time of which have complied as of their respective its filing dates or being furnished (or, if amended or superseded by a subsequent filingprior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (ivamendment) complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC with respect theretoExchange Act. (cii) The Company has designed Each of the consolidated balance sheets included in or incorporated by reference into the EchoStar Reports (including the related notes and maintains a system schedules), fairly presents the consolidated financial position of internal controls over financial reporting EchoStar and its consolidated Subsidiaries as of the dates thereof and each of the consolidated statements of operations and comprehensive income (loss), changes in stockholders’ or shareholder’s equity and cash flows included in or incorporated by reference into the EchoStar Reports (including any related notes and schedules), fairly presents the results of operations and cash flows of EchoStar and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and lack of footnote disclosure), in each case in accordance with GAAP consistently applied during the periods involved, except as defined in Rules 13a-15(f) of may be noted therein or may be permitted by the SEC under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (diii) To the Knowledge *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Company, since January 1, 2014, no employee text. Copies of the Company exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (v) There are no obligations or liabilities of EchoStar or any of its Subsidiaries has provided primarily arising from or is providing information resulting from the operation of the EB Business or the ET Business or the ownership of the EB Transferred Assets or the ET Transferred Assets, whether or not accrued, contingent or otherwise and whether or not required to be disclosed or any law enforcement agency regarding other facts or circumstances which could reasonably be expected to result in any claims against, or obligations or liabilities of, the EB Business or the ET Business, except for (x) obligations or liabilities set forth in the EB Group Financial Statements or the ET Group Financial Statements, (y) future executory liabilities arising under any EB Business Contract or ET Business Contract (other than as a result of breach of contract, tort, infringement or violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries norApplicable Law) or (z) those that have not had and would not reasonably be expected to have, to the Knowledge of the Company, any director, officer, employee individually or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Actaggregate, a Material Adverse Effect.

Reports; Financial Statements. (a) Since January 1December 31, 20142005, the Company has timely filed or furnished all forms, reports, schedules, forms, statements, prospectuses certifications and other documents (the “Company SEC Reports”) required to be filed or furnished by it with or to the SEC Securities and Exchange Commission (the “Company SEC ReportsSEC”), all of which have complied complied, as to form, as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed oror furnished, if amended and giving effect to any amendments or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days supplements thereto filed prior to the date hereofof this Agreement, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to . To the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As knowledge of the date of this AgreementCompany, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any none of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries review or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Companyoutstanding SEC comment. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The Except in the case of unaudited financial statements as permitted by Form 10-Q, the audited and unaudited consolidated financial statements (including, as applicable, including the related notes thereto) of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (i) have been prepared fromReports, are in accordance withas amended or supplemented prior to the date of this Agreement, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involvedand fairly present, (iii) fairly present in all material respects respects, the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes normal and normal recurring year-end audit adjustments) and (iv) complied as to form adjustments that are not material in all material respects with applicable accounting requirements and the published rules and regulations amount or nature). All of the SEC with respect theretoCompany’s Subsidiaries other than Northern Therapeutics, Inc. are consolidated for accounting purposes. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor To the Company’s auditor haveknowledge, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither neither the Company nor any of its Subsidiaries norhas any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) that would be required to be disclosed on the Knowledge Company’s most recent consolidated balance sheet filed with the SEC (including the notes thereto) in conformity with GAAP that are not disclosed in the Company SEC Reports or reserved on the most recent consolidated balance sheet of the Company included in the Company SEC Reports, other than those incurred in the ordinary course of the Company, any director, officer, employee ’s or agent of the Company or any of its Subsidiaries’ respective businesses since December 31, has discharged2007 or which, demoted individually or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Actaggregate, do not or would not reasonably be expected to have a Material Adverse Effect.

Reports; Financial Statements. (ai) Since January 1, 2014, the Company EchoStar has timely filed or furnished furnished, as applicable, on a timely basis all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since December 31, 2012 (the “Company SEC Applicable Date”) (such forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “EchoStar Reports”). HSSC has filed or furnished, as applicable, on a timely basis all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (for purposes of which this Agreement, as if HSSC were subject to the filing requirements of Section 13 or 15(d) of the Exchange Act at all relevant times) (such forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “HSSC Reports”). Each of the EchoStar Reports and the HSSC *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have complied as been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Reports, at the time of their respective its filing dates or being furnished (or, if amended or superseded by a subsequent filingprior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2amendment) Business Days prior complied as to the date hereof, form in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, Exchange Act. As of their respective dates neither the rules and regulations of EchoStar Reports nor the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC HSSC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (bii) The audited Each of the consolidated balance sheets included in or incorporated by reference into the EchoStar Reports or the HSSC Reports, as applicable (including the related notes and unaudited schedules), fairly presents the consolidated financial statements (includingposition of EchoStar or HSSC, as applicable, the related notes thereto) and their respective consolidated Subsidiaries as of the Company dates thereof and each of the consolidated statements of operations and comprehensive income (loss), changes in stockholders’ or shareholder’s equity and cash flows included (in or incorporated by reference) in reference into the Company SEC EchoStar Reports or the HSSC Reports, as applicable (i) have been prepared fromincluding any related notes and schedules), are in accordance withfairly presents the results of operations and cash flows of EchoStar or HSSC, as applicable, and accurately reflect their respective consolidated Subsidiaries for the books and records of the Company and its Subsidiaries, periods set forth therein (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Form 10to normal year-Q end adjustments and lack of footnote disclosure), in each case in accordance with accounting principles generally accepted in the SEC, the United States (“Financial StatementsGAAP”) consistently applied on a consistent basis throughout during the periods involved, except as may be noted therein or may be permitted by the SEC under the Exchange Act. (iii) fairly present in all material respects the consolidated financial position The preliminary pro forma unaudited balance sheet of the Company and its Subsidiaries Xxxxxx Retail Group attached as of their respective dates, and Schedule 2.1(h)(iii) hereto (the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments“HRG Balance Sheet”) and *** (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations There are no obligations or liabilities of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company EchoStar or any of its Subsidiaries, has dischargedwhether or not accrued, demoted contingent or suspended an employee of the Company otherwise and whether or not required to be disclosed or any other facts or circumstances which could reasonably be expected to result in any claims against, or obligations or liabilities of, EchoStar or any of its Subsidiaries Subsidiaries, except for those that are not, individually or in the terms and conditions of employment because of any lawful act of such employee described in Section 806 aggregate, reasonably likely to have a Material Adverse Effect. There is no Indebtedness allocated to the Xxxxxx Retail Group under the Tracking Stock Policy as of the Xxxxxxxx-Xxxxx ActClosing. (v) The Financial Model for the Xxxxxx Retail Group ***

Reports; Financial Statements. (a) Since Parent has filed all required forms, reports and documents with the SEC since January 1, 20141999, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all each of which have has complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act Exchange Act, and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. Parent has made available to the Company, in the form filed with the SEC (including any amendments thereto), (i) its Annual Reports on Form 10-K for each of the SEC promulgated thereunder. No executive officer fiscal years ended December 31, 1999, 2000 and 2001, respectively, (ii) all definitive proxy statements relating to Parent's meetings of the Company has failed in any respect to make the certifications required of him stockholders (whether annual or her under Section 302 special) held since January 1, 1999, and (iii) all other reports or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports registration statements filed or furnished by the Company Parent with the SEC since January 1, 20141999 (collectively, the "PARENT SEC REPORTS"). None of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, at the time filed orcontained, if amended or superseded by a subsequent filingwhen filed, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy of any financial projections extent that such statements have been modified or forward-looking statements or the completeness of any information superceded by later Parent SEC Reports filed or furnished by the Company prior to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments . Parent has complied in comment letters received from all material respects with the requirements of the S-O Act. The consolidated financial statements of Parent included in the Parent SEC staff with respect Reports (except to the Company extent such statements have been amended or modified by later Parent SEC Reports. As of Reports filed prior to the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, ) filed as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) Agreement complied as to form in all material respects with applicable accounting requirements standards and the published rules and regulations of the SEC with respect thereto. thereto and fairly present in all material respects, in conformity with GAAP (c) The Company has designed except, in the case of interim financial statements, as permitted by the applicable rules and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) regulations of the Exchange ActSEC) sufficient to provide reasonable assurances regarding applied on a consistent basis during the reliability periods involved (except as may be indicated in the notes thereto), the consolidated financial position of financial reporting Parent and its consolidated subsidiaries as of the dates thereof and the preparation consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements for external purposes in accordance with GAAP. Since January 1, 2014statements, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsnormal year-end adjustments). (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1As of the respective dates of their filing with the Commission, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses registration statements and other documents required to be filings, together with any amendments thereto, filed or furnished by it the Company with the SEC Commission since June 30, 2000 (the “Company "SEC Reports”"), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC Commission promulgated thereunder, except as disclosed in the SEC Reports. No executive officer of Except as disclosed in the Company has failed in any respect to make SEC Reports, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, did not at the time they were filed orwith the Commission, if amended or superseded by a subsequent filingwill not at the time they are filed with the Commission, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, however, that no representation is made as . The Company has (i) delivered to the accuracy of any financial projections Purchasers true and complete copies of, or forward-looking statements or will make available at the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this AgreementPurchaser's request, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect (x) all correspondence relating to the Company SEC Reports. As of between the date of this AgreementCommission, Nasdaq and the United States Attorneys Office and the Company has not received any written oror its legal counsel and, to the Company’s 's Knowledge, oral notice from accountants since January 1, 2001 (other than routine Commission filing package cover letters) and (y) all correspondence between the Company or its counsel and the Company's auditors since January 1, 2001, relating to any audit, financial review or preparation of financial statements of the Company (other than correspondence which the Company reasonably believes is subject to a privilege), and (ii) disclosed to the Purchasers the content of all material discussions between the Commission, Nasdaq and the United States Attorneys Office on the one hand and the Company or its legal counsel, on the other hand, and, to the Company's Knowledge, accountants concerning the adequacy or form of any SEC that Report filed with the Commission since January 1, 2001. The Company is not aware of any issues raised by the Commission with respect to any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigationsReports, other government inquiries or investigations or material internal investigations pending or threatened, than those disclosed in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange ActReports. (b) The audited and unaudited Except as disclosed in the SEC Reports, the consolidated financial statements (including, as applicablein each case, the any related schedules or notes thereto) of the Company included (contained in or incorporated by reference) reference in the Company SEC Reports and any such reports, registration statements and other filings to be filed by the Company with the Commission prior to the Closing Date (the "Financial Statements") (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been or will be prepared in accordance with the published rules and regulations of the Commission and GAAP consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, and (iiiii) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their the respective dates, dates thereof and the consolidated income, stockholders equity, results of operations operations, statements of stockholders' equity and changes in consolidated financial position or cash flows for the periods presented therein (subjectindicated, in the case of the except that any unaudited interim financial statements, statements were or will be subject to the absence of footnotes normal and normal recurring year-end audit adjustments) adjustments and (iv) complied may omit footnote disclosure as to form in all material respects with applicable accounting requirements and the published rules and permitted by regulations of the SEC with respect theretoCommission. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1, 20142022, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC (as amended or supplemented since the time of filing, the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended amended, supplemented or superseded by a subsequent filing, as of the date of the last such amendment amendment, supplement or superseding filing made at least two (2) Business Days prior to the date hereoffiling, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andAct. Since January 1, in each case2022, the rules and regulations of the SEC promulgated thereunder. No no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None As of their respective dates (to the extent that information contained in such Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if Report has been amended or superseded supplemented by a subsequent filinglater filed Company SEC Report prior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2supplement) Business Days prior to none of the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereofsince January 1, will contain) 2022 contained any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (includingstatements, as applicable, including the related notes and schedules thereto) , of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are complied as to form in accordance with, all material respects with the applicable accounting requirements and accurately reflect the books applicable published rules and records regulations of the Company and its SubsidiariesSEC with respect thereto in effect at the time of such filing, (ii) have been prepared in accordance with GAAP (except as may be indicated described in the notes thereto to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q of or any successor form under the SEC, the “Financial Statements”Exchange Act) applied on a consistent basis throughout the periods involved, and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein therein, in each case, in conformity with GAAP (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto). (c) The Company has designed and maintains its Subsidiaries maintain, and at all times since January 1, 2022, have maintained, a system of internal controls control over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 under the Exchange Act) sufficient which is designed to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, and includes those policies and procedures that: (i) pertain to the Knowledge maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Company Board, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company or its Subsidiaries that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company, neither the Company nor the Company’s auditor have, identified or been made aware and its Subsidiaries’ system of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraudin compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, whether or not material2022, and, except as set forth in the Company SEC Reports filed prior to the date of this Agreement, that involves management or other employees who have a significant role in the Company’s internal assessment concluded that those controls over financial reporting. were effective. (d) The Company has designed and maintains its Subsidiaries maintain and since January 1, 2022, have maintained “disclosure controls and procedures (procedures” as defined in and required by Rule 13a-15 of or 15d-15 under the Exchange Act) sufficient Act that are reasonably designed to provide reasonable assurance ensure that all information required to be disclosed by the Company in the Company SEC Reports Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsforms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (de) To Except for matters resolved prior to the Knowledge of the Companydate hereof, since January 1, 2014, no employee 2022 (i) none of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries their respective directors or officers, nor, to the Knowledge of the Company, any directorof their respective employees, officerauditors, employee accountants or agent other Representatives, has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or Company, any of its SubsidiariesSubsidiaries or their respective internal accounting controls, has dischargedincluding any written complaint, demoted allegation, assertion or suspended an employee of claim that the Company or any of its Subsidiaries has engaged in improper accounting or auditing practices, except as would not, individually or in the terms and conditions of employment because of any lawful act of such employee described in Section 806 aggregate, reasonably be expected to be material to the preparation or accuracy of the Xxxxxxxx-Xxxxx ActCompany’s financial statements and (ii) neither the Company nor any of its Subsidiaries has had any “material weakness” or “significant deficiency” that has not been resolved to the satisfaction of the Company’s auditors.

Reports; Financial Statements. (ai) Since January 1, 2014Except as set forth in the Section 3.01(g) of the Company Disclosure Schedule, the Company has timely filed or furnished all reportsfurnished, schedulesas applicable, forms(A) its annual report on Form 10-K for the fiscal years ended December 31, statements2015, prospectuses 2014 and other documents required 2013, and (B) its quarterly reports on Form 10-Q for its fiscal quarter ended March 31, 2016, and (C) its proxy or information statements relating to be filed meetings of, or furnished by it with actions taken without a meeting by, the SEC shareholders of the Company held since December 31, 2015 (collectively, the “Company SEC Reports”). No Subsidiary of the Company is required to file or furnish any report, all schedule, form, statement or other document with, or make any other filing with, or furnish any other material to the SEC. Except as set forth in the Section 3.01(g) of which have complied the Company Disclosure Schedule, as of their its respective filing dates ordate, and, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andof 2002, in each case, the and any rules and regulations of promulgated thereunder applicable to such Company Report. Except as set forth in the SEC promulgated thereunder. No executive officer Section 3.01(g) of the Company has failed in any respect to make the certifications required Disclosure Schedule, as of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, however, that no representation is made as . (ii) No event or circumstance has occurred or exists with respect to the accuracy Company or any Subsidiary of any the Company or their respective businesses, properties, prospects, operations or financial projections condition, which, under applicable securities Laws, requires public disclosure or forward-looking announcement by the Company but which has not been so publicly announced or disclosed. (iii) Except for the Identified Matters or as otherwise set forth in the Section 3.01(g) of the Company Disclosure Schedule, true and complete copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the related unaudited consolidated statements or of operations and comprehensive loss of the completeness of any information filed or furnished Company and its Subsidiaries (collectively, the “2016 Financial Statements”) have been made available by the Company to the SEC solely Purchaser. (iv) Except for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding Identified Matters or unresolved comments as otherwise set forth in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any Section 3.01(g) of the Company SEC Reports is Disclosure Schedule, the subject of any ongoing investigation. To the Knowledge 2016 Financial Statements and each of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicablein each case, any notes thereto), and the related notes thereto) consolidated balance sheets, consolidated statements of the Company income, changes in stockholders’ equity and cash flows, included (in or incorporated by reference) in reference into the Company Reports filed with the SEC Reports under the Exchange Act (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments) adjustments and (ivC) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes have been prepared in accordance with GAAP. Since January 1GAAP consistently applied during the periods involved, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (except as defined by the Public Company Accounting Oversight Board) not otherwise remedied set forth in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsnotes thereto. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1, 2014, the The Company has timely filed or furnished all required reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it (including exhibits and all other information incorporated therein) with the SEC since January 1, 2000 (the “"Company SEC Reports”Documents"), all of which have complied as . As of their respective filing dates oror if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed or if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any as supplemented by subsequently filed Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2Documents) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy . The financial statements of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments included in comment letters received from the SEC staff with respect to the Company SEC Reports. As Documents comply as to form, as of the date their respective dates of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from filing with the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Companyor if amended, as of the date of this Agreementthe last such amendment, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes , have been prepared in accordance with GAAP. Since January 1generally accepted accounting principles (except, 2014in the case of unaudited statements, to the Knowledge as permitted by Form 10-Q of the Company, neither SEC) applied on a consistent basis during the Company nor the Company’s auditor have, identified or been made aware of periods involved (i) any existing “significant deficiencies” or “material weaknesses” (except as defined by the Public Company Accounting Oversight Board) not otherwise remedied may be indicated in the design or operation of notes thereto) and fairly present in all material respects the internal control over consolidated financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee position of the Company or any of and its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law consolidated subsidiaries as of the type described dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in Section 806 the case of unaudited statements, to normal recurring year-end audit adjustments). Except (A) as reasonably reflected in such financial statements or in the Xxxxxxxx-Xxxxx Act. Neither notes thereto, (B) for liabilities incurred in connection with this Agreement or the Transactions, a reasonable estimate of which has been disclosed to Parent by Company, or (C) for liabilities incurred in the ordinary course of business since the respective dates of such financial statements, neither the Company nor any of its Subsidiaries norsubsidiaries has any undisclosed liabilities or obligations of any nature, whether accrued, absolute or contingent, required by GAAP to be reflected on a balance sheet or disclosed in the Knowledge of notes thereto, which would have, individually or in the aggregate, a material adverse effect on the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable, all forms, reports, schedules, formsprospectuses, statements, prospectuses registration statements and other statements and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since September 30, 2021 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of income, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in stockholders’ equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. : (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1, 20141998, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses reports and other documents documents, together with any amendments required to be made with respect thereto, that were required to be filed or furnished by it with any Governmental Entity, including the SEC (the “Company SEC Reports”"REGULATORY DOCUMENTS"), and has paid all of which have complied as fees and assessments due and payable in connection therewith. (b) As of their respective filing dates ordates, if amended or superseded by a subsequent filing, as the Regulatory Documents of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, Company complied in all material respects with all the applicable requirements of the Securities ActLaws (as hereinafter defined), the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer thereunder applicable to such Regulatory Documents, and none of the Company 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 Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filingCompany's Regulatory Documents, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoftheir respective dates, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. The Company has previously delivered or made available to Parent a complete copy of each Regulatory Document filed with the SEC, howeverthe Federal Deposit Insurance Company (the "FDIC") or the New York State Banking Department after January 1, 1998, including a Form ADV for any Subsidiary of the Company that no representation is made a registered Investment Advisor (as defined in the Advisers Act (as hereinafter defined)), and will deliver to Parent promptly after the filing thereof a complete copy of each Regulatory Document filed with the SEC, the FDIC or the New York State Banking Department after the date hereof and prior to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange ActClosing Date. As of the date of this Agreement, there are There (i) is no outstanding or unresolved comments in comment letters received from the SEC staff violation with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, report or statement relating to the Company’s Knowledge, oral notice from the SEC that any examinations or inspections of the Company SEC Reports is the subject or any of its Subsidiaries by any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited Governmental Entity and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared no material disagreements or disputes with any Governmental Entity with respect to the business, operations, policies or procedures of the Company since January 1, 1998. (c) The Company has made available to Parent: (i) its Annual Reports to Shareholders for each of the fiscal years ended December 31, 1998 and 1999; (ii) unaudited financial statements as of and for the quarters ended March 31, June 30 and September 30, 2000; (iii) all definitive proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since January 1, 1998; and (iv) all other reports either filed by the Company with the SEC or distributed to shareholders since January 1, 1998 (each such reports, financial statements, proxy statements and other reports, together with the amendments thereto, the "COMPANY REPORTS"). None of such Company Reports contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in accordance order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company Reports complied as to form in all material respects with GAAP generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated in the notes thereto or, or in the case of unaudited statementsquarterly statements except for the absence of notes thereto), as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present and accurately reflected in all material respects accordance with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP). Since January 1, 20142000, to the Knowledge of the Companythere has not been any material change, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided application or is providing information to request for any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries normaterial change, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of by the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of accounting principles, methods or policies for financial accounting or Tax purposes, except for such employee described change required by Law, SEC regulation or generally applicable changes in Section 806 of the Xxxxxxxx-Xxxxx ActGAAP.

Reports; Financial Statements. (a) Since January 1, 2014, the The Company has timely filed or furnished with the SEC all required forms, reports, schedules, forms, statements, prospectuses registration statements and other documents required to be filed or furnished by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the “Company SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's Reports”"), all of which have complied as . As of their respective filing dates ordates, if amended or superseded by a subsequent filing, the Company's Reports complied as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, form in all material respects with all applicable requirements of under the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) thereunder and did not contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, howeverstockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, that no representation is made retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the accuracy absence of any financial projections or forward-looking statements or notes (to the completeness of any information filed or furnished extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from Agreement with the SEC staff with respect to the Company SEC Reports. As under Section 13 of the date of this Agreement, Exchange Act and the Company has not received any written orregulations promulgated thereunder, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company's knowledge, as of the date of this Agreement, there are no SEC inquiries Person or investigations, other government inquiries "group" "beneficially owns" 5% or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices more of the Company. None of the Company’s Subsidiaries is required to file periodic reports 's outstanding voting securities, with the SEC pursuant terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable, on a timely basis all reports, schedules, forms, statements, prospectuses certifications, reports and other documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2013 (the “Company Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Company Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as . Each of the date Company SEC Reports, at the time of the last such amendment its filing or superseding filing made at least two (2) Business Days prior to the date hereofbeing furnished complied, or if not yet filed or furnished, will comply, in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andof 2002 (the “Xxxxxxxx-Xxxxx Act”), in each case, the and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the SEC promulgated thereunder. No executive officer date of such amendment), the Company has failed in SEC Reports did not, and 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 Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofhereof will not, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (bii) The audited and unaudited Company’s consolidated financial statements (including, as applicablein each case, the related any notes thereto) of the Company included (or incorporated by reference) contained in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim consolidated financial statements, as permitted by Form 10-Q of the SECwhere information and footnotes contained in such financial statements are not required to be in compliance with GAAP), were or will be prepared from and in accordance with, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position books and records of the Company and its Subsidiaries as of their respective datesSubsidiaries, and in each case such consolidated financial statements fairly presented, in all material respects, the consolidated income, stockholders equityfinancial position, results of operations and changes in consolidated financial position or cash flows of the Company and the consolidated Subsidiaries of the Company as of the respective dates thereof and for the respective periods presented therein covered thereby (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments). (iii) The Company is in compliance with the applicable listing and (iv) complied as to form in all material respects with applicable accounting requirements and the published corporate governance rules and regulations of the SEC with respect theretoNASDAQ. (civ) The Company has designed maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company maintains a system of internal controls control over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) sufficient to provide ). Such internal control over financial reporting is effective in providing reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, GAAP and includes policies and procedures that (i) pertain to the Knowledge maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, neither (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company nor are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s auditor haveassets that could have a material effect on its financial statements. (v) The Company has identified and disclosed, identified or been made aware based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors (iA) any existing “significant deficiencies” deficiencies or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the its internal control controls over financial reporting or that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. The Company has designed made available to Parent (i) a summary of any such disclosure made by management to the Company’s auditors and maintains disclosure controls audit committee since the Company Applicable Date and procedures (as defined in Rule 13a-15 ii) any material communication since the Company Applicable Date made by management or such Party’s auditors to the audit committee required or contemplated by the listing standards of NASDAQ, the audit committee’s charter or professional standards of the Exchange ActPublic Company Accounting Oversight Board. Since the Company Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from the Company’s employees regarding questionable accounting or auditing matters, have been received by the Company to its Knowledge. The Company has made available to Parent a summary of all material complaints or concerns relating to other matters made since the Company Applicable Date through the Company’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any such Subsidiary, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) sufficient of the board of directors or the board of directors pursuant to provide reasonable assurance that information the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any such policy contemplating such reporting, including in instances not required by those rules. (vi) The Company and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be disclosed made with respect thereto, that they were required to file since December 31, 2012 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, as applicable, and all other material reports and statements required to be filed by it since December 31, 2012, including, without limitation, the rules and regulations of the FDIC, the CBNC or any other Regulatory Authority, as applicable, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports and statements complied in all material respects with all the Laws, rules and regulations of the applicable Regulatory Authority with which they were filed. Except for normal examinations conducted by a Regulatory Authority in the ordinary course of business of the Company in the Company SEC Reports that it files and its Subsidiaries, no Regulatory Authority has initiated or submits under the Exchange Act is recordedhas pending any proceeding or, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To to the Knowledge of the Company, since January 1, 2014, no employee investigation into the business or operations of the Company or any of its Subsidiaries has provided since December 31, 2012. There (i) is no unresolved violation, criticism, or is providing information exception by any Regulatory Authority with respect to any law enforcement agency regarding the violation of report or statement relating to any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee examinations or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee inspections of the Company or any of its Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Authority with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries since December 31, 2012. (vii) Except for those liabilities that are reflected or reserved against on the most recent consolidated balance sheet included in the terms Company SEC Reports, neither the Company nor any of its Subsidiaries has incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and conditions whether or not required to be disclosed) other than in the ordinary and usual course of employment because business consistent with past practice since the date of such balance sheet (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby). (viii) Since December 31, 2013, (A) the Company and each of its Subsidiaries have conducted their businesses only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such businesses consistent with past practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 4.02 or otherwise) has had, or is reasonably likely to have, a Company Material Adverse Effect. (ix) Since December 31, 2013, there has not been (A) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any Subsidiary of the Company, whether or not covered by insurance, (B) any declaration, setting aside or payment of any lawful act of such employee described dividend or other distribution in Section 806 cash, stock or property in respect of the Xxxxxxxx-Xxxxx Actcapital stock of the Company other than as set forth in the Company SEC Reports, (C) any change by the Company in accounting principles, practices or methods or (D) any increase in the compensation payable or that could become payable by the Company or any of its Subsidiaries to officers or key employees or any amendment of any of the Benefit Plans other than increases or amendments in the ordinary and usual course consistent with past practice.

Reports; Financial Statements. (a) Since The Company has made available to Buyer a correct and complete copy of each report, schedule, registration statement and definitive proxy statement or other documents filed by the Company with the SEC on or after January 1, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC 2014 (the “Company SEC Reports”), which are all of which have complied as of their respective filing dates orthe forms, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior reports and documents required to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports be filed or furnished by the Company with the SEC since January 1such date. As of their respective dates, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after (x) complied as to form in all material respects with the date hereofrequirements of the Securities Act or the Securities Exchange Act, will containas the case may be, and (y) did not contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, as applicablein each case, the related notes notes, if any, thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (the “Financial Statements”) (i) have been prepared from, are complied as to form in accordance with, all material respects with the published rules and accurately reflect the books and records regulations of the Company and its SubsidiariesSEC with respect thereto, (ii) have been were prepared in accordance with GAAP generally accepted accounting principles of the United States (“GAAP”), applied on a consistent basis during the periods involved (except as may be indicated therein in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involvedthereto), (iii) fairly present (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and the Subsidiaries taken as a whole) and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its the Subsidiaries as of their at the respective dates, dates thereof and the consolidated income, stockholders equity, results of their operations and changes in consolidated financial position or cash flows for the respective periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) then ended and (iv) complied as to form were compiled from, and are consistent with, the books and records of the Company, which books and records are accurate and complete in all material respects with applicable accounting requirements and the published rules and regulations respects. The Subsidiaries are treated as consolidated subsidiaries of the SEC with respect theretoCompany in the Financial Statements for all periods covered thereby. (cb) The Company has designed and maintains the Subsidiaries have established and maintain a system of “internal controls over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act) sufficient that are designed to provide reasonable assurances assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company and the Subsidiaries are being made only in accordance with authorizations of management and the Company Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and the Subsidiaries’ assets that could have a material effect on the Company’s financial statements. (c) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Securities Exchange Act with respect to such reports. Since January 1The Company has disclosed, 2014based on its most recent evaluation of such disclosure controls and procedures, to the Knowledge Company’s auditors and the audit committee of the Company, neither Company Board and in Section 2.4(c) of the Company nor the Company’s auditor have, identified or been made aware of Disclosure Schedule (i) any existing “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the internal control controls over financial reporting or that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company has designed and maintains disclosure controls and procedures (Accounting Oversight Board Auditing Standard 2, as defined in Rule 13a-15 of effect on the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsdate hereof. (d) To Neither the Knowledge Company nor the Subsidiaries are a party to, or have any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and the Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or the Subsidiaries in the Company’s or the Subsidiaries’ published financial statements or other Company SEC Reports. (e) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, since January 1, 2014, no employee as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Securities Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”) with respect to the Company or any SEC Reports. For purposes of its Subsidiaries has provided or is providing information this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to any law enforcement agency regarding the violation of any applicable Law of the type described such terms in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its the Subsidiaries nor, to have outstanding (nor have arranged or modified since the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Securities Exchange Act) of the Company or the Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of the NYSE MKT, except for any non-compliance that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Reports; Financial Statements. (a) Since January December 1, 20142003, the Company has timely filed or furnished with the U.S. Securities and Exchange Commission (“SEC”) all forms, reports, schedules, forms, proxy statements, prospectuses registration statements and other documents required to be filed or furnished by it with (as such reports, schedules, forms, statements and documents have been amended since the SEC (time of their filing, collectively, the “Company SEC Reports”), all of which have complied as . As of their respective filing dates ordates, or if amended or superseded by a subsequent filingprior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to amendment, all of the date hereof, Company SEC Reports complied in all material respects with all applicable requirements of the Securities Exchange Act, the Exchange U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Xxxxxxxx-Xxxxx Act andof 2002 (“SOX”) as the case may be, in each case, and the applicable rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed orfiled, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofso amended, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared fromReports, are in accordance withas so amended, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles (“U.S. GAAP”) (except in the case of unaudited statements, as otherwise permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations consolidated stockholders’ deficit and changes in consolidated financial position or cash flows for the periods presented therein therein, except as specifically provided in the notes thereto (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto). (c) The Each of the principal executive officers of the Company and the principal financial officer of the Company has designed made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and maintains a Sections 302 and 906 of SOX, as applicable, with respect to the Company SEC Reports, and the statements contained in such certifications were true and accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (d) The Company’s system of internal controls over financial reporting is reasonably sufficient in all material respects to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP, (B) that receipts and expenditures are executed only in accordance with the authorization of management, and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could materially affect the Company’s financial statements. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(f13a-15(e) and 15d-15(e) of the Exchange Act) sufficient are reasonably designed in all material respects to provide reasonable assurances regarding the reliability of ensure that (A) information (both financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (inon-financial) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsforms of the SEC and (B) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (df) To As of June 24, 2005, the Knowledge of the Company, since January 1, 2014, no employee Indebtedness of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither and the Company nor any Subsidiaries was not more than $197,000,000 and was comprised solely of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of amounts outstanding under the Company or any Credit Agreement and capital leases of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms machinery and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Actequipment.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely made available to Buyer each registration statement, report, proxy statement or information statement prepared by it since December 31, 2010 filed with or furnished to the SEC, including (x) its Annual Report on Form 10-K for the year ended December 31, 2010, and (y) its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, each in the form (including exhibits, annexes and any amendments thereto) filed with or furnished to the SEC. The Company has filed or furnished furnished, as applicable, all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished furnished, as applicable, by it the Company since and including January 1, 2009 (the “Applicable Date”), under the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “Xxxxxxxx-Xxxxx Act”) (such documents, together with any documents and information incorporated therein by reference and together with any documents filed during such period by the Company with the SEC (on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Reports”), all . As of which have complied as each of their its respective effective dates (in the case of Company Reports that are registration statements filed pursuant to the Securities Act) and each of its respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofof this Agreement, on the date of such amended or superseded filing), (a) each Company Report complied as to form in all material respects with all the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act andAct, as the case may be, each as in each case, effect on the rules and regulations of the SEC promulgated thereunder. No executive officer of the date such Company 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 Company SEC Report. None of the Company SEC Reports Report was filed or furnished by the effective, and (b) each Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) Report did not contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) 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; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic any forms, reports or other documents with the SEC pursuant to the Exchange ActSEC. (bii) The audited and unaudited consolidated financial statements (including, as applicableSince the enactment of the Xxxxxxxx-Xxxxx Act, the related notes thereto) Company, and to the Company’s Knowledge, each of the Company included (or incorporated by reference) in the Company SEC Reports (i) its officers and directors, have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form compliance in all material respects with (A) the applicable accounting requirements provisions of the Xxxxxxxx-Xxxxx Act and the published rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of the SEC with respect theretoNASDAQ. (ciii) The Company has designed not received notice in writing from the SEC that either the Company itself or any of the Company Reports is the subject of any ongoing review by the SEC or of any outstanding SEC investigation (whether formal or informal, including but not limited to a voluntary document request), and as of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company Reports. The Company has made available to Buyer correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since the Applicable Date and prior to the date hereof. (iv) The principal executive officer of the Company and the principal financial officer of the Company (or each former such officer) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Xxxxxxxx-Xxxxx Act Sections 302 and 906 with respect to the Company Reports, and the statements contained in such certifications were true and accurate as of the date such certifications were made. The Company maintains a system of “internal controls control over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient as required under Rules 13a-15(a) and 15d-15(a) under the Exchange Act, is in compliance in all material respects with such system and such system is designed to provide reasonable assurances assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to (B) that transactions of the Knowledge Company are being made only in accordance with the authorization of management and directors of the Company, neither (C) that access to properties and assets of the Company nor and its Subsidiaries is permitted only in accordance with management’s authorization and (D) that the Company’s auditor haveand its Subsidiaries’ control accounts (including their cash accounts) are reconciled with the Company’s and its Subsidiaries’ subsidiary ledgers at regular intervals and appropriate actions are taken with respect to any differences. The Company and its Subsidiaries maintain and keep in all material respects books, identified or been made aware records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of (i) any existing the assets of the Company. The “significant deficiencies” or “material weaknessesdisclosure controls and procedures” (as defined by the Public Company Accounting Oversight Boardin Rules 13a-15(e) not otherwise remedied in the design or operation of the internal control over financial reporting or (iiand 15d-15(e) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient of the Company comply with Rules 13a-15(a) and 15d-15(a) under the Exchange Act and are designed to provide reasonable assurance ensure that all information relating to the Company and its Subsidiaries required to be disclosed by the Company in the Company SEC Reports reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsforms and is accumulated and communicated to the appropriate members of Company’s management, including the principal executive officer and principal financial officer of the Company as appropriate to allow timely decisions regarding timely disclosure. Since the Applicable Date, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company (1) all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls and the Company has provided to Buyer copies of any non-privileged written materials in its possession relating to each of the foregoing. The Company has made available to Buyer all such disclosures made by management to the Company’s auditors and audit committee since the Applicable Date. Since the enactment of Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (dv) To Since the Knowledge Applicable Date through the date of this Agreement, (i) neither the CompanyCompany nor any of its Subsidiaries, since January 1, 2014, no employee nor any director or executive officer of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries norhas, and, to the Knowledge of the Company, any director, no other officer, employee or agent accountant of the Company or any of its Subsidiaries has, received any material complaint, allegation, assertion or claim, in writing (or, to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has dischargedreported evidence of a material violation of securities Laws, demoted breach of fiduciary duty or suspended an employee similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (vi) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the terms Company’s consolidated financial statements. (vii) Each of the financial statements (including the related notes) of the Company included in the Company Reports complied at the time it was filed as to form in all material respects with the applicable accounting requirements and conditions the published rules and regulations of employment because the SEC with respect thereto in effect at the time of filing, has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (viii) The Company has made available to Buyer a complete and correct copy of any lawful act of such employee described in Section 806 of amendments or modifications to any agreements, reports or schedules which previously had been filed by the Xxxxxxxx-Xxxxx Company with the SEC pursuant to the Securities Act or the Exchange Act, which amendments or modifications have not yet been filed with the SEC but which are required to be filed.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable, on a timely basis all reports, schedules, forms, statements, prospectuses certifications, reports and other documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2015 (the “Company Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Company Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as . Each of the date Company SEC Reports, at the time of the last such amendment its filing or superseding filing made at least two (2) Business Days prior to the date hereofbeing furnished complied, or if not yet filed or furnished, will comply, in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andof 2002 (the “Xxxxxxxx-Xxxxx Act”), in each case, the and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the SEC promulgated thereunder. No executive officer date of such amendment), the Company has failed in SEC Reports did not, and 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 Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofhereof will not, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (bii) The audited and unaudited Company’s consolidated financial statements (including, as applicablein each case, the related any notes thereto) of the Company included (or incorporated by reference) contained in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim consolidated financial statements, as permitted by Form 10-Q of the SECwhere information and footnotes contained in such financial statements are not required to be in compliance with GAAP), were or will be prepared from and in accordance with, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position books and records of the Company and its Subsidiaries as of their respective datesSubsidiaries, and in each case such consolidated financial statements fairly presented, in all material respects, the consolidated income, stockholders equityfinancial position, results of operations and changes in consolidated financial position or cash flows of the Company and the consolidated Subsidiaries of the Company as of the respective dates thereof and for the respective periods presented therein covered thereby (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments). (iii) The Company is in compliance with the applicable listing and (iv) complied as to form in all material respects with applicable accounting requirements and the published corporate governance rules and regulations of the SEC with respect theretoNASDAQ. (civ) The Company has designed maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company maintains a system of internal controls control over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) sufficient to provide ). Such internal control over financial reporting is effective in providing reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, GAAP and includes policies and procedures that (i) pertain to the Knowledge maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, neither (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company nor are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s auditor haveassets that could have a material effect on its financial statements. (v) The Company has identified and disclosed, identified or been made aware based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors (iA) any existing “significant deficiencies” deficiencies or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the its internal control controls over financial reporting or that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. The Company has designed made available to Parent (i) a summary of any such disclosure made by management to the Company’s auditors and maintains disclosure controls audit committee since the Company Applicable Date and procedures (as defined in Rule 13a-15 ii) any material communication since the Company Applicable Date made by management or such Party’s auditors to the audit committee required or contemplated by the listing standards of NASDAQ, the audit committee’s charter or professional standards of the Exchange ActPublic Company Accounting Oversight Board. Since the Company Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from the Company’s employees regarding questionable accounting or auditing matters, have been received by the Company to its Knowledge. The Company has made available to Parent a summary of all material complaints or concerns relating to other matters made since the Company Applicable Date through the Company’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any such Subsidiary, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) sufficient of the board of directors or the board of directors pursuant to provide reasonable assurance that information the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any such policy contemplating such reporting, including in instances not required by those rules. (vi) The Company and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be disclosed made with respect thereto, that they were required to file since December 31, 2014 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, as applicable, and all other material reports and statements required to be filed by it since December 31, 2014, including the rules and regulations of the FDIC, the CDBO or any other Regulatory Authority, as applicable, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates, such reports and statements complied in all material respects with all the Laws, rules and regulations of the applicable Regulatory Authority with which they were filed. Except for normal examinations conducted by a Regulatory Authority in the ordinary course of business of the Company in the Company SEC Reports that it files and its Subsidiaries, no Regulatory Authority has initiated or submits under the Exchange Act is recordedhas pending any proceeding or, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To to the Knowledge of the Company, since January 1, 2014, no employee investigation into the business or operations of the Company or any of its Subsidiaries has provided since December 31, 2014. There (i) is no unresolved violation, criticism, or is providing information exception by any Regulatory Authority with respect to any law enforcement agency regarding the violation of report or statement relating to any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee examinations or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee inspections of the Company or any of its Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Authority with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries since December 31, 2014. (vii) Except for those liabilities that are reflected or reserved against on the most recent consolidated balance sheet included in the terms Company SEC Reports, neither the Company nor any of its Subsidiaries has incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and conditions whether or not required to be disclosed) other than in the ordinary and usual course of employment because business consistent with past practice since the date of such balance sheet (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby). (viii) Since December 31, 2014, (A) the Company and each of its Subsidiaries have conducted their businesses only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such businesses consistent with past practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 4.02 or otherwise) has had, or is reasonably likely to have, a Company Material Adverse Effect. (ix) Since December 31, 2014, there has not been (A) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any Subsidiary of the Company, whether or not covered by insurance, (B) any declaration, setting aside or payment of any lawful act of such employee described dividend or other distribution in Section 806 cash, stock or property in respect of the Xxxxxxxx-Xxxxx Actcapital stock of the Company other than as set forth in the Company SEC Reports, (C) any change by the Company in accounting principles, practices or methods or (D) any increase in the compensation payable or that could become payable by the Company or any of its Subsidiaries to officers or key employees or any amendment of any of the Benefit Plans other than increases or amendments in the ordinary and usual course consistent with past practice.

Reports; Financial Statements. (ai) Since January 1, 2014, the Company has Community and each of its Subsidiaries have timely filed (or furnished furnished, as applicable) all reports, schedules, forms, registrations and statements, prospectuses and other documents together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2013 with any Governmental Authorities (including any Regulatory Authorities), including any report, registration or statement required to be filed (or furnished, as applicable) pursuant to the Laws of the United States, any state or political subdivisions, any foreign entity or jurisdiction, or any other Governmental Authority or Regulatory Authority, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Community. Except for normal examinations conducted by a Regulatory Authority in the ordinary course of business of Community and its Subsidiaries, (A) no Regulatory Authority has initiated or has pending any proceeding or, to the Knowledge of Community, investigation into the business or operations of Community or any of its Subsidiaries since December 31, 2013, (B) there is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any report or statement relating to any examinations or inspections of Community or any of its Subsidiaries, and (C) there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Authority with respect to the business, operations, policies or procedures of Community or any of its Subsidiaries since December 31, 2013, in each case of clauses (A) through (C), which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Community. (ii) An accurate copy of each final SEC Report filed with or furnished by it with Community or any of its Subsidiaries to the SEC since December 31, 2013 pursuant to the Securities Act or the Exchange Act (the “Company SEC "Community Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing") is publicly available. No Community Report, as of the date thereof (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the last such amendment relevant meetings, respectively), contained any untrue statement of a material fact or superseding filing made at least two omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (2) Business Days prior to but before the date hereofof this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all of the Community Reports complied in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the published rules and regulations of the SEC promulgated thereunderwith respect thereto. No As of the date of this Agreement, no executive officer of the Company Community 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 Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (biii) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Community and its Subsidiaries included (or incorporated by reference) in the Company SEC Community Reports (iincluding the related notes, where applicable) (A) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company Community and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders' equity and consolidated financial position of the Company Community and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (C) complied, as of their respective datesdates of filing with the SEC, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and (D) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Community and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP has not resigned (or informed Community that it intends to resign) or been dismissed as independent public accountants of Community as a result of or in connection with any disagreements with Community on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (civ) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Community, neither Community nor any of its Subsidiaries has any Liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of Community, except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Community included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 (including any notes thereto), and for liabilities incurred (A) in the ordinary course of business consistent with past practice since June 30, 2016, or (B) in connection with this Agreement and the transactions contemplated hereby. (v) The Company records, systems, controls, data and information of Community and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Community or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non exclusive ownership and nondirect control that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Community. Community (A) has designed implemented and maintains a system disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Community, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Community by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Community's outside auditors and the audit committee of Community's Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rules Rule 13a-15(f) of the Exchange Act) sufficient which are reasonably likely to provide reasonable assurances regarding the reliability of adversely affect Community's ability to record, process, summarize and report financial reporting information, and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, (y) to the Knowledge of the CompanyCommunity, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Community's internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of Community, there is no reason to believe that Community's outside auditors and its chief executive officer and chief financial officer will not be able to give the Company, since January 1, 2014, no employee of certifications and attestations required pursuant to the Company or any of its Subsidiaries has provided or is providing information rules and regulations adopted pursuant to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 404 of the Xxxxxxxx-Xxxxx Act. Neither the Company , without qualification, when next due. (vi) Since December 31, 2013, (A) neither Community nor any of its Subsidiaries Subsidiaries, nor, to the Knowledge of the CompanyCommunity, any director, officer, employee auditor, accountant or agent Representative of the Company Community or any of its Subsidiaries, has dischargedreceived or otherwise had or obtained knowledge of any material complaint, demoted allegation, assertion or suspended an employee claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company Community or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Community or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Community or any of its Subsidiaries, whether or not employed by Community or any of its Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Community or any of its officers, directors, employees or agents to the terms and conditions Board of employment because Directors of Community or any lawful act committee thereof or to the Knowledge of such employee described in Section 806 Community, to any director or officer of the Xxxxxxxx-Xxxxx ActCommunity.

Reports; Financial Statements. (ai) Since January 1The Company has filed or furnished, 2014as applicable, (A) its annual report on Form 10-K for the fiscal year ended December 31, 2019, (B) its proxy statement relating to the annual meeting of the stockholders of the Company has timely filed or furnished held in 2020 and (C) all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2020 (collectively with the Company’s annual report on Form 10-K to be filed for the fiscal year ended December 31, 2020, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment amendment, each Company Report complied (or superseding filing made at least two (2will comply) Business Days prior to the date hereof, in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, or will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) The consolidated balance sheet, howeverand the related consolidated statement of income, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in stockholders’ equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Act (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnotes and normal year-end audit adjustments) footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1April 13, 20142001, the Company has timely IWO and its subsidiaries have filed or furnished (i) all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “Company "SEC") including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K and (5) all other reports, schedules, registration statements or other documents (collectively, together with the Registration Statement on Form S-4 filed on April 13, 2001, as amended, the "IWO SEC Reports”"). The IWO SEC Reports, including all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of IWO SEC Reports filed after the date of the last such amendment or superseding filing made at least two (2) Business Days this Agreement and prior to the date hereofEffective Time, were or will be prepared in all material respects in accordance with all applicable the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each caseas the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such IWO SEC Reports. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company The IWO SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company all IWO SEC Reports filed after the date hereofof this Agreement and prior to the Effective Time, did not at the time they were filed, or will contain) not at the time they are filed, contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as misleading unless such misstatement or omission was corrected in a subsequent IWO SEC Report filed prior to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Acthereof. (b) The audited and unaudited Each of the consolidated financial statements (including, as applicablein each case, the any related notes thereto) of the Company included (or incorporated by reference) contained in the Company IWO SEC Reports filed prior to the Effective Time (i) have been or will be prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared all material respects in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q published rules and regulations of the SEC, the “Financial Statements”SEC and generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involvedinvolved (except (A) to the extent required by changes in GAAP and (B) with respect to the IWO SEC Reports filed prior to the date of this Agreement, as may be indicated in the notes thereto) and (iiiii) fairly present in all material respects or will fairly present the consolidated financial position of the Company IWO and its Subsidiaries subsidiaries as of their the respective dates, dates thereof and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subjectindicated, in the case of the except that any unaudited interim financial statements, statements were or will be subject to the absence of footnotes normal and normal recurring year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed As of November 30, 2001, IWO and maintains a system of internal controls over financial reporting (as defined its consolidated subsidiaries had $300,000,000 in Rules 13a-15(f) of outstanding long term debt including under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting IWO Credit Agreement and the preparation of financial statements for external purposes IWO Indenture and $143,700,000 in accordance with GAAP. Since January 1cash, 2014cash equivalents, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed restricted cash and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported investment securities within the time periods specified in the SEC’s rules and formsmeaning of GAAP. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 2009 (the “Audit Date”) and filed with or furnished to the SEC, including (x) its Annual Report on Form 10-K for the year ended December 31, 2009, and (y) its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2010, June 30, 2010 and September 30, 2010, each in the form (including exhibits, annexes and any amendments thereto) filed with or furnished to the SEC. The Company has filed or furnished furnished, as applicable, on a timely basis all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since December 31, 2006 (the “Applicable Date”) (collectively, the forms, statements, reports and documents filed with or furnished to the SEC since the Applicable Date, and those filed with or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as . Each of the date Company Reports was prepared in all material respects in accordance with the applicable requirements of the last such amendment Securities Act, the Exchange Act and the rules and regulations thereunder and complied in all material respects with then applicable accounting standards. Each of the Company Reports, at the time of its filing or superseding filing made at least two (2) Business Days prior to the date hereofbeing furnished complied, or if not yet filed or furnished, will comply, in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andof 2002 (“Xxxxxxxx-Xxxxx”), in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of thereunder applicable to the Company has failed in any respect to make the certifications required Reports. As of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed their respective dates (or, if amended or superseded by a subsequent filingprior to the date of this Agreement, as of the date of such amendment) the last such amendment Company Reports did not, and any Company Reports filed with or superseding filing made at least two (2) Business Days prior furnished to the SEC subsequent to the date hereofof this Agreement will not, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, however, that no representation is made as except to the accuracy extent that the information in such Company Report has been amended or superseded by a later Company Report filed prior to the date of any financial projections or forward-looking statements or this Agreement. (ii) The Company is in compliance in all material respects with the completeness applicable listing and corporate governance rules and regulations of any information filed or furnished the NYSE. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) thereof or rules of the SEC, since the enactment of Xxxxxxxx-Xxxxx, neither the Company nor any of its “affiliates” (as defined in Rule 405 promulgated under the Securities Act, “Affiliates”) has made, arranged or modified (in any material way) any extension of credit in the form of a personal loan to any executive officer or director of the SEC solely for the purposes of complying with Regulation FD promulgated Company. (iii) The Company maintains effective disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of effective internal controls control over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) sufficient ). The Company has disclosed to provide reasonable assurances regarding the reliability of financial reporting Company’s auditors and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge audit committee of the Company, neither the Company nor the Company’s auditor have, identified or been made aware Board of Directors (iA) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of its internal controls over financial reporting and has identified for the Company’s auditors and audit committee of the Company’s Board of Directors any material weaknesses in internal control over financial reporting or and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. The Company has designed made available to Parent (i) a summary of any such disclosure made by management to the Company’s auditors and maintains disclosure controls audit committee since the Audit Date and procedures (as defined in Rule 13a-15 ii) any material communication since the Audit Date made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since the Audit Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. The Company in has made available to Parent prior to the Company SEC Reports that it files date of this Agreement a summary of all material complaints or submits under concerns relating to other matters made since the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of Audit Date through the Company, since January 1, 2014, no ’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding accounting matters or possible violations of Law. No attorney representing the Company or any of its Subsidiaries has provided Subsidiaries, whether or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of not employed by the Company or any of its Subsidiaries, has dischargedreported evidence of a violation of securities Laws, demoted breach of fiduciary duty or suspended an employee of similar violation by the Company or any of its Subsidiaries in officers, directors, employees or agents to the terms and conditions of employment because of any lawful act of such employee described in Section 806 Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Board of Directors or the Board of Directors pursuant to the rules adopted pursuant to Section 307 of Xxxxxxxx-Xxxxx or any Company policy contemplating such reporting, including in instances not required by those rules. (iv) Each of the consolidated balance sheets included in or incorporated by reference into any Company Reports (including the related notes and schedules) fairly presents, or, in the case of Company Reports filed after the date hereof, will fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or in the case of the Company Reports filed after the date hereof, will fairly present the results of operations, retained earnings (loss) and changes in financial position, as the case may be, for the periods set forth therein (subject, in the case of unaudited statements, to notes that comply with the requirements of Rule 3-10 of Regulation S-X only and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. (v) The Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, reports, schedules, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (vi) Except as reflected or reserved against in the Company’s most recent consolidated balance sheet (or the notes thereto) included in the Company Reports, neither the Company nor any Subsidiary of the Company has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, whether known or unknown and whether due or to become due, that would, individually or in the aggregate, have a Company Material Adverse Effect, and, except for this Agreement and the transactions specifically provided for herein, since the Audit Date, the Company and its Subsidiaries have not incurred any material liability other than in the ordinary course of business consistent with past practice. (vii) The Company’s revenue recognition policies and practices are and have been in compliance with all rules, regulations and statements of the SEC with respect thereto, including SAB 101, “Revenue Recognition in Financial Statements,” and SAB 104, “Revenue Recognition,” and, to the extent required, the Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 985, “Certain Revenue Arrangements That Contain Software Elements”, and ASC 605-25, “Revenue Recognition – Multiple Element Arrangements”; and the Company maintains adequate controls over its revenue recognition policies and practices all of which are properly communicated to and applied by its sales organizations.

Reports; Financial Statements. (a) Since January 1, 20142001 each of PCC, the Company has timely Borrower and PM&C have duly filed or furnished all forms, reports, schedules, forms, statements, prospectuses proxy statements and other documents required to be filed or furnished by it with the SEC. True and correct copies of all filings made by PCC, the Borrower or PM&C with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the since such date of the last such amendment or superseding filing made at least two (2) Business Days and prior to the date hereofhereof (the "SEC Reports"), whether or not required by law and including any registration statement filed by PCC, the Borrower or PM&C under the Securities Act, have been either made available or are publicly available to the Agent. As of their respective dates, the SEC Reports (other than preliminary material) complied in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, the Exchange Act as applicable, and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer thereunder applicable to such SEC Reports and none of the Company 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 Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference thereinReports, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiled, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation . No other Person included in the Companies is made as subject to the accuracy periodic reporting requirements of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding Act or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is otherwise required to file periodic reports documents with the SEC pursuant to the Exchange Actor comparable Governmental Entity or any national securities exchange or quotation service. (b) The audited consolidated financial statements of each of PCC, the Borrower and PM&C for the year ended December 31, 2002, and the audited and unaudited consolidated financial statements (including, as applicableof PCC, the related notes thereto) of the Company Borrower and PM&C included (or incorporated by reference) in the Company SEC Reports (ithe "Financial Statements") have been prepared from, are comply when filed as to form in accordance with, all material respects with applicable accounting requirements and accurately reflect with the books rules and records regulations of the Company SEC with respect thereto and its Subsidiaries, (ii) have been were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of PCC and its Subsidiaries, the Company Borrower and its Subsidiaries or PM&C and its Subsidiaries, as the case may be, as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subjecttherein, in the case of except that the unaudited interim financial statements, statements were or are subject to the absence of footnotes normal and normal recurring year-end audit adjustments) . The books and (iv) complied as to form records of each of PCC, the Borrower and PM&C and each of their respective Subsidiaries accurately reflect in all material respects with applicable accounting requirements respects, the transactions and the published rules and regulations accounts of the SEC with respect theretosuch Persons. (c) The Company Borrower has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) heretofore furnished to the Lenders the December 31, 2002 Consolidated balance sheet of the Exchange ActCompanies showing their pro forma financial condition after the consummation of any and all transactions contemplated to have occurred as of the Closing Date, based upon the pro forma application of proceeds of the Loans and other assumptions specified therein as if they occurred on such date, attached as Schedule 4.01 (the "Opening Balance Sheet"). (d) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes The Financial Statements have been prepared in accordance with GAAP. Since January 1December 31, 20142002, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or there has been made aware of (i) any existing “significant deficiencies” or “no material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied adverse change in the design assets, properties, business or operation condition (financial or otherwise) of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company PCC or any of its Subsidiaries has provided the Companies and, other than distributions permitted under the Credit Agreement as in effect on the date hereof, no dividends or is providing information to distributions have been declared or paid by PCC or any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx ActCompanies. Neither the Company PCC nor any of the Companies has any contingent obligations, liabilities for taxes or unusual forward or long-term commitments except as specified in such Financial Statements. The Opening Balance Sheet fairly represents the pro forma financial condition of the Companies as of its Subsidiaries nor, date. All financial projections submitted to the Knowledge Lenders by the Borrower (including all projections set forth in the Budget) are believed by the Borrower to be reasonable in light of all information presently known by the Borrower. As of the Companydate of this Agreement, any director, officer, employee or agent of the Company or any of PCC has no Indebtedness other than its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms Series D and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx ActSeries E preferred stock.

Reports; Financial Statements. (ai) Since January 1, 2014, the Company Liberty Parent has timely filed or furnished furnished, as applicable, on a timely basis all reportsmaterial Liberty Reports since December 31, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC 2018 (the “Company SEC ReportsApplicable Date”). Each of the Liberty Reports, all at the time of which have complied as of their respective its filing dates or being furnished (or, if amended or superseded by a subsequent filingfiling prior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC with respect theretoExchange Act. (cii) The Company has designed Each of the consolidated balance sheets included in or incorporated by reference into the Liberty Reports (including the related notes and maintains a system schedules) filed with the SEC since the Applicable Date, fully and fairly presents the consolidated financial position of internal controls over financial reporting Liberty Parent and its consolidated Subsidiaries as of the dates thereof and each of the consolidated statements of operations and comprehensive income (loss), changes in stockholders’ or shareholder’s equity and cash flows included in or incorporated by reference into the Liberty Reports (including any related notes and schedules) filed with the SEC since the Applicable Date, fully and fairly presents the results of operations and cash flows of Liberty Parent and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and lack of footnote disclosure), in each case, in accordance with GAAP consistently applied during the periods involved, except as defined in Rules 13a-15(f) of may be noted therein or may be permitted by the SEC under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (diii) To the Knowledge There are no obligations or liabilities of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company Liberty Parent or any of its Subsidiaries, has dischargedwhether or not accrued, demoted contingent, absolute, determined, determinable or suspended an employee otherwise and whether or not required to be disclosed or any other facts or circumstances which would reasonably be expected to result in any claims against, or obligations or liabilities of, Liberty Parent or its Subsidiaries except for (A) those liabilities set forth in the consolidated balance sheets included in or incorporated by reference into the Liberty Reports, (B) liabilities incurred since December 31, 2019 in the Ordinary Course of the Company Business, (C) future executory liabilities arising under any Contract binding upon Liberty Parent or any of its Subsidiaries (other than as a result of breach of contract, tort, infringement or violation of Applicable Law) or (D) those that have not had and would not reasonably be expected to have, individually or in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Actaggregate, a Material Adverse Effect.

Reports; Financial Statements. (a) Since January 1February 12, 20141997, the Company Parent has timely filed or furnished all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC (collectively, the “Company "PARENT SEC REPORTS"). The Parent SEC Reports”), including all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of Parent SEC Reports filed after the date of the last such amendment or superseding filing made at least two (2) Business Days this Agreement and prior to the date hereofEffective Time, were or will be prepared in all material respects in accordance with all applicable the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each caseas the case may be, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such Parent SEC Reports. No executive officer As of their respective dates, the Company 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 Company SEC Report. None of the Company Parent SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) did not contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) 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; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited Each of the consolidated financial statements (including, as applicablein each case, the any related notes thereto) of the Company included (or incorporated by reference) contained in the Company Parent SEC Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared from, are in accordance with, and accurately reflect complied or will comply as to form with, the books published rules and records regulations of the Company SEC and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, involved (iiiexcept as otherwise noted therein) and (ii) fairly present in all material respects or will fairly present the consolidated financial position of the Company Parent and its Subsidiaries as of their the respective dates, dates thereof and the consolidated income, stockholders equity, results of their operations and changes in consolidated financial position or their cash flows for the periods presented therein (subjectindicated, in the case of the except that any unaudited interim financial statements, statements were or will be subject to the absence of footnotes normal and normal recurring year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1, 2014, the Company Each of Alpha and its Subsidiaries has timely filed or furnished transmitted (as applicable) all forms, reports, schedules, forms, statements, prospectuses statements and other documents certifications required to be filed or furnished transmitted by it with or to the SEC since January 1, 2006 (such documents filed or otherwise transmitted since January 1, 2006, the “Company Alpha SEC Reports”), all of which have complied as . As of their respective filing dates dates, or, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, the Alpha SEC Reports complied as to form in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company Alpha SEC Reports filed or furnished by the Company with the SEC since January 1, 2014Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof), contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. No executive officer of Alpha or any of its Subsidiaries 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 Alpha SEC Report. True, however, that no representation is made as to the accuracy correct and complete copies of any financial projections or forward-looking statements or the completeness of any information all Alpha SEC Reports filed or furnished by the Company prior to the SEC solely for date of this Agreement, whether or not required under applicable Law, have been furnished to Alpha or are publicly available in the purposes Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of complying with Regulation FD promulgated under the Exchange ActSEC. Prior to the date hereof, Alpha has made available to Foundation true, correct and complete copies of all substantive written correspondence between the SEC, on the one hand, and Alpha and its Subsidiaries, on the other hand, since January 1, 2006. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigationstaff. To the Knowledge knowledge of the CompanyAlpha, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices none of the Company. None Alpha SEC Reports is the subject of the Companyongoing SEC review or outstanding SEC comment. (b) Except for Alpha Natural Resources, LLC, none of Alpha’s Subsidiaries is is, or since January 1, 2006 has been, required to file periodic reports with the SEC pursuant to the Exchange Act. (bc) All of Alpha’s Subsidiaries are consolidated for accounting purposes. The audited and unaudited consolidated financial statements (including, as applicable, including the related notes thereto) of the Company Alpha included (or incorporated by reference) in the Company SEC Reports (i) have been prepared fromin Alpha’s Annual Report on Form 10-K for its fiscal year ended December 31, are 2008 filed with the SEC prior to the date of this Agreement, as amended or supplemented by filings with the SEC made prior to the date of this Agreement (the “Alpha 2008 10-K”) and in accordance withAlpha’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 filed with the SEC prior to the date of this Agreement, as amended or supplemented by filings with the SEC made prior to the date of this Agreement and accurately reflect the books and records of the Company and its Subsidiaries, (ii) in Alpha SEC Reports filed or otherwise transmitted with or to the SEC related to periods ending after March 31, 2009, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company Alpha and its Subsidiaries as of their respective dates, and the consolidated income, stockholders shareholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subjecttherein; provided that unaudited interim financial statements may not contain footnotes required by GAAP and are subject to normal, in the case of the unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments) and (iv) complied as to form adjustments that are not material in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretonature or amount. (cd) The Company records, systems, controls, data and information of Alpha and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Alpha or its accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that has designed not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the system of internal accounting controls described below in this Section 4.5(d). Alpha has implemented and maintains a system of internal controls control over financial reporting (as defined in Rules 13a-15(frequired by Rule 13a-15(a) of under the Exchange Act) sufficient that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP, and such system of internal control over financial reporting is effective. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of Alpha (i) any existing “significant deficiencies” or “material weaknesses” has implemented and maintains disclosure controls and procedures (as defined required by Rule 13a-15(a) of the Exchange Act) that are designed to ensure that information required to be disclosed by Alpha in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the Public Company Accounting Oversight BoardSEC’s rules and forms (and such disclosure controls and procedures are effective) not otherwise remedied and (ii) has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to Alpha’s outside auditors and the audit committee of the Alpha Board (A) any significant deficiencies and material weaknesses in the design or operation of the its internal control over financial reporting or (iias defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect Alpha’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyAlpha’s internal controls over financial reporting. The Company has designed Prior to the date hereof, a true, correct and maintains disclosure controls complete summary of any such disclosures made to Alpha’s auditors and procedures (as defined in Rule 13a-15 the audit committee of the Exchange ActAlpha Board has been provided to Foundation and is set forth as Section 4.5(d) sufficient to provide reasonable assurance that information required to be disclosed by of the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsAlpha Disclosure Schedule. (de) Since January 1, 2006, (i) neither Alpha nor any of its Subsidiaries nor, to the knowledge of Alpha, any director, officer, employee, auditor, accountant or representative of Alpha or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Alpha or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Alpha or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Alpha or any of its Subsidiaries, whether or not employed by Alpha or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Alpha or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Alpha Board or any committee thereof or to any director or officer of Alpha or any of its Subsidiaries. (f) To the Knowledge knowledge of the Company, since January 1, 2014Alpha, no employee of the Company or Alpha nor any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx ActAct by Alpha or any of its Subsidiaries. Neither the Company nor Alpha or any of its Subsidiaries nor, to the Knowledge knowledge of the CompanyAlpha, any director, officer, employee employee, contractor, subcontractor or agent of the Company Alpha or any of its Subsidiaries, Subsidiaries has discharged, demoted demoted, suspended, threatened, harassed or suspended in any other manner discriminated against an employee of the Company Alpha or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act. (g) Neither Alpha nor any of its Subsidiaries has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, known or unknown, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP, other than liabilities (i) as and to the extent reflected or reserved against on the consolidated balance sheet of Alpha dated as of the Balance Sheet Date included in the Alpha 2008 10-K or in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date, or (iii) that would not have or reasonably be expected to have, individually or in the aggregate, an Alpha Material Adverse Effect.

Reports; Financial Statements. (a) Since January 1May 8, 20142013, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or at the time such Company SEC Report became effective, as applicable, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, (i) to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation and (ii) there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, including the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are complied as to form in accordance with, all material respects with the published rules and accurately reflect the books and records regulations of the Company and its SubsidiariesSEC with respect thereto, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, involved and (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) adjustments that are not material in amount). The books of account and (iv) complied as to form other financial records of the Company and each of its Subsidiaries are true and complete in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects. (c) Except to the extent reflected or reserved against in the most recent consolidated balance sheet of the Company (or the notes thereto) included in the Company SEC Reports, the Company and its Subsidiaries do not have any Liabilities of any nature, except Liabilities that (i) were incurred since the date of such balance sheet in the ordinary course of business, (ii) would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (iii) have been incurred in connection with the performance by the Company of its obligations under this Agreement or the transactions contemplated hereby. (d) The Company has designed established and maintains maintained a system of internal controls control over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 under the Exchange Act) ). Such internal controls are sufficient to provide reasonable assurances assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Since January 1, 20142013, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware principal executive officer and principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (i) any existing “all significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the internal control controls over financial reporting or that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. controls. (e) The Company has designed established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 of under the Exchange Act). Such disclosure controls and procedures are designed to ensure that (i) sufficient material information relating to provide reasonable assurance that the Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer, and (ii) all such information required is communicated in a timely fashion to be disclosed the Company’s principal executive officer and its principal financial officer to allow for timely decisions regarding the disclosure of such information by the Company in the Company SEC Reports reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsAct. (df) To The Company has not extended or maintained credit, arranged for the Knowledge extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company, since January 1, 2014, no employee of the . (g) The Company or any of its Subsidiaries has provided or is providing information not subject to any law enforcement agency regarding “Off-Balance Sheet Arrangement” (as defined in Item 303(a) of Regulation S-K under the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Securities Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act).

Reports; Financial Statements. The common stock of the Corporation is registered under Section 12(b) or (ag) Since January 1of the Securities Exchange Act of 1934, 2014as amended (the "Exchange Act") and the Corporation is in full compliance with its reporting and filing obligations under the Exchange Act. The Corporation has delivered to each Purchaser its Annual Reports to shareholders and its reports on Form 10K for its last two fiscal years and all of its quarterly reports to shareholders, quarterly reports on Form 10Q, and each other report, registration statement, definitive proxy statement or other document filed with the S.E.C. under the Exchange Act since December 31, 1998 (collectively, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other "SEC Reports"). All documents required to be filed or furnished by it with as exhibits the SEC Reports have been filed. The SEC Reports do not (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2dates) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Corporation included (or incorporated by reference) in the Company SEC Reports (ithe "Financial Statements") have been prepared from, are complete as of their respective dates and correct in accordance with, all material respects and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) generally accepted accounting principles applied on a consistent basis throughout (except as stated in such Financial Statements or the periods involved, (iiinotes thereto) and fairly present in all material respects the consolidated financial position of the Company Corporation and its Subsidiaries consolidated subsidiaries as of their respective dates, the dates thereof and the consolidated income, stockholders equity, results of their operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied then ended. Except as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be publicly disclosed by the Company Corporation in the Company SEC Reports that it files or submits under the Exchange Act is recordedotherwise, processedsince December 31, summarized and reported within the time periods specified 1998, there has been no material adverse change in the SEC’s rules and forms. (d) To the Knowledge business, financial condition, or results of operations of the CompanyCorporation and its subsidiaries taken together, since January 1and except as disclosed in the SEC Reports there is no existing condition, 2014event or series of events which can reasonably be expected to have a material adverse effect on the business, no employee financial condition or results of operations of the Company Corporation and its subsidiaries taken together, or any of the Corporation's ability to perform its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Actobligations under this Agreement.

Reports; Financial Statements. (ai) Since January 1The Company has filed or furnished, as applicable, (A) its annual report on Form 10-K for the fiscal years ended December 31, 2014 and 2013, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 2014, (C) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of the Company has timely filed or furnished held since December 31, 2014, and (D) all other forms, reports, schedules, forms, statements, prospectuses and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2013 (collectively, the “Company SEC Reports”). No Subsidiary of the Company is required to file or furnish any report, all schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of which have complied as of their its respective filing dates ordate, and, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andof 2002, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of income, that no representation is made as to the accuracy of any financial projections changes in stockholders’ equity and cash flows, included in or forward-looking statements or the completeness of any information filed or furnished incorporated by reference into the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Act (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in Table of Contents accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments) , and (ivC) complied have been prepared in accordance with GAAP consistently applied during the periods involved, except as to form otherwise set forth in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect notes thereto. (ciii) The Company has designed established and maintains a system of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) is sufficient to provide reasonable assurance that information required (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to be disclosed by permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the Company in recorded accountability for assets is compared with the Company SEC Reports that it files or submits under the Exchange Act existing assets at reasonable intervals and appropriate action is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information taken with respect to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Actdifferences.

Reports; Financial Statements. (a) Since January 1May 9, 20141996, the Company has timely Acquiror and its Subsidiaries have filed or furnished all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the Securities and Exchange Commission (collectively, the "ACQUIROR SEC (the “Company REPORTS"). The Acquiror SEC Reports”), Reports including all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of such reports filed after the date of the last such amendment or superseding filing made at least two (2) Business Days this Agreement and prior to the date hereofEffective Time, (i) were or will be prepared in all material respects in accordance with all applicable the requirements of applicable Law, the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each caseas the case may be, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, (ii) did not at the time filed orthey were filed, if amended or superseded by a subsequent filingwill not at the time they are filed, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited Each of the consolidated financial statements (includingincluding in each case, as applicable, the any related notes thereto) of the Company included (or incorporated by reference) contained in the Company Acquiror SEC Reports, including any Acquiror SEC Reports filed after the date of this Agreement and prior to the Effective Time, (i) have been or will be prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared all material respects in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q applicable rules and regulations of the Securities and Exchange Commission (the "SEC"), the “Financial Statements”) applicable law and GAAP applied on a consistent basis throughout the periods involved, involved (iiiexcept to the extent required by changes in GAAP or as may be indicated in the notes to such financial statements) and (ii) fairly present in all material respects or will fairly present the consolidated financial position of the Company Acquiror and its Subsidiaries as of their the respective dates, dates thereof and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein indicated, except that (subject, in the case of the 1) any unaudited interim financial statements, statements were or will be subject to the absence of footnotes normal and normal recurring year-end audit adjustments) adjustments which were not or are not expected to be material in amount and such unaudited interim financial statements are not or may not be necessarily indicative of results for the full fiscal year and (iv2) complied any pro forma financial information contained in such consolidated financial statements is not or may not be necessarily indicative of the consolidated financial position of Acquiror and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated. (c) Except as and to form the extent set forth on the consolidated balance sheet of Acquiror at June 30, 1997, including all notes thereto, neither Acquiror nor any of its Subsidiaries has any liabilities or obligations of any nature (whether known or unknown, matured or unmatured, and whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Acquiror or in all material respects the notes thereto, prepared in accordance with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system GAAP, except for liabilities or obligations incurred in the ordinary course of internal controls over financial reporting (business since the date of such balance sheet or as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined contemplated by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company Acquiror SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsReports. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (ai) Since January 1The Company has filed or furnished, 2014as applicable, (A) its annual report on Form 10-K for the fiscal year ended December 31, 2019, (B) its proxy statement relating to the annual meeting of the stockholders of the Company has timely filed or furnished held in 2019 and (D) all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2019 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) The consolidated balance sheet, howeverand the related consolidated statement of income, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in stockholders’ equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Act (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented therein (subject, in the case or as of the unaudited financial statementsrespective dates therein set forth, to the absence of footnotes and normal year-end audit adjustments(C) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes have been prepared in accordance with GAAP. Since January 1GAAP consistently applied during the periods involved, 2014, to except as otherwise set forth therein or in the Knowledge notes thereto and (D) otherwise comply with the requirements of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (a) Since January 1, 2014, the Company has timely The Seller and each Seller Subsidiary have filed or furnished all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”)IUB and FCC, all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, and as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior this Agreement has delivered to the date hereofCompany copies of its Annual Report to the IUB for the years ended December 31, in all material respects with all applicable requirements of 1997 and 1998 (the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder"Seller Reports"). No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014The Seller Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC all Seller Reports filed after the date hereofof this Agreement and prior to or at the Effective Time, (i) were or will containbe prepared in all material respects in accordance with the requirements of applicable Law and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The Seller has heretofore furnished the Company with the audited and unaudited consolidated financial statements for the periods and as of the period endings listed as Item 2.7 (b) of the Seller Disclosure Statement (the "Financial Statements"). The Financial Statements (and the financial statements (including, as applicable, the related notes thereto"Section 4.1(i) of Financial Statements") to be furnished the Company included (or incorporated by referencepursuant to Section 4.1(i) in hereof), including the Company SEC Reports (i) have been prepared fromfootnotes thereto, are in accordance withexcept as indicated therein, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP generally accepted accounting principles consistently applied (except as may be indicated in "GAAP") and the notes thereto or, in the case uniform system of unaudited statements, as permitted by Form 10-Q accounts of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) Federal Communications Commission as set forth in 47. C.F.R. Part 32 and fairly present in all material respects the consolidated financial condition and results of the operations of entities included therein and the changes in their financial position of at such dates and for such periods; provided however, that the Company and its Subsidiaries Section 4.1(i) Financial Statements shall be subject to normal year end adjustments. The term "Balance Sheet" shall mean, as of their respective datesthe context requires, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position either or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware both of (i) any existing “significant deficiencies” or “material weaknesses” (the balance sheets of Seller and its consolidated subsidiaries as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or December 31, 1998 and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role the balance sheets of Seller and its consolidated subsidiaries to be included in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange ActSection 4.1(i) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsFinancial Statements. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (ai) Since January 1Each of Parent and, 2014to the knowledge of the executive officers of Parent, the Company AT&T Corporation, a New York corporation ("T"), has timely filed or and furnished all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with or to the SEC pursuant to applicable securities statutes, regulations, policies and rules since December 31, 2004 (collectively, such forms, statements, reports and documents filed with or furnished to the “Company SEC Reports”)since December 31, all of which have complied as of their respective filing dates or2004, if amended or superseded by a those filed with or furnished to the SEC subsequent filing, as of to the date of this Agreement, and as amended, the last such amendment or superseding filing made at least two (2) Business Days prior "Parent Reports" and the "T Reports", respectively). Each of the Parent Reports and, to the date hereofknowledge of the executive officers of Parent, the T Reports at the time of its filing or being furnished complied, or if not yet filed or furnished in the case of Parent Reports, will comply, as to form, in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSarbanes-Xxxxx Act andOxley, in each case, the and any rules and regulations promulgated therxxxxxx xxxxxxxble to the Parent Reports and the T Reports, as the case may be. As of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed ortheir respective dates (and, if amended or superseded by a subsequent filingamended, as of the date of such amendment) the last such amendment Parent Reports and, to the knowledge of the executive officers of Parent, the T Reports did not, and any of the Parent Reports filed with or superseding filing made at least two (2) Business Days prior furnished to the SEC subsequent to the date hereofof this Agreement will not, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) Parent maintains, howeverand, that no representation is made as to the accuracy knowledge of any financial projections or forward-looking statements or the completeness executive officers of any information filed or furnished Parent, prior to its acquisition by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated Parent, T maintained, disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act. As of the date of this Agreement, there Such disclosure controls and procedures are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (includingwere, as applicable, designed to ensure that information required to be disclosed by Parent and T, as applicable, in the related notes thereto) reports it files or filed, as applicable, or submits or submitted, as applicable, under the Exchange Act is or were, as applicable, recorded, processed, summarized and reported within the time frames specified by the SEC's rules and forms. Parent maintains, and, to the knowledge of the Company included (executive officers of Parent, prior to its acquisition by Parent, T maintained, internal control over financial reporting as required by Rule 13a-15 under the Exchange Act. Such internal control over financial reporting are or incorporated by reference) in the Company SEC Reports (i) have been prepared fromwere, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orapplicable, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subjectParent, in the case of the unaudited financial statementsT, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations knowledge of the SEC with respect thereto. (c) The Company has executive officers of Parent, designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of generally accepted accounting principles and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect or reflected, as applicable, the transactions and dispositions of the assets of Parent or T, as applicable, (ii) provide or provided, as applicable, reasonable assurance that transactions are or were, as applicable, recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Parent or T, as applicable, are being made or were made, as applicable, only in accordance with authorizations of management and directors of the Parent or T, as applicable, and (iii) provide or provided, as applicable, reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent or T, as applicable, that could have a material effect on its financial statements. Parent has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to Parent's auditors and the audit committee of Parent's board of directors (A) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied deficiencies in the design or operation of the its internal controls over financial reporting that are or were, as applicable, reasonably likely to adversely affect Parent's ability to record, process, summarize and report financial information and has identified for Parent's auditors and audit committee of Parent's board of directors any material weaknesses in its internal control over financial reporting or and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Parent's internal controls control over financial reporting. The Parent has made available to the Company has designed prior to the date of this Agreement a summary of any such disclosure made by management of Parent to Parent's auditors and maintains disclosure audit committee since December 31, 2004. Since December 31, 2004 and prior to the date of this Agreement, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and procedures no material concerns from Parent employees (as defined in Rule 13a-15 including former employees of T and its Subsidiaries) regarding questionable accounting or auditing matters, have been received by Parent or, to the knowledge of the Exchange Act) sufficient executive officers of Parent, T. Parent has made available to provide reasonable assurance that information required to be disclosed by the Company prior to the date of this Agreement a summary of all material complaints or concerns relating to other matters made since December 31, 2004 and through the date of this Agreement through Parent's and, to the knowledge of the executive officers of Parent, T's whistleblower hot-lines or equivalent systems for receipt of employee concerns regarding possible violations of Law by Parent, T or any of their Subsidiaries or any of their respective employees. No attorney representing Parent, T or any of their respective Subsidiaries, whether or not employed by Parent, T or any of their Subsidiaries, has, in the Company SEC Reports that it files case of T to the knowledge of the executive officers of Parent, reported evidence of a violation of securities laws, breach of fiduciary duty or submits under similar violation by Parent or T or any of their respective officers, directors, employees or agents to Parent's or T's chief legal officer, audit committee (or other committee designated for the Exchange Act is recordedpurpose) of the board of directors or the board of directors pursuant to the rules adopted pursuant to Section 307 of Sarbanes-Oxley or any Parent or T policy contemplating such rexxxxxxx, processed, summarized and reported within the time periods specified xxxxxding in the SEC’s rules and formsinstances not required by those rules. (diii) To the Knowledge Each of the Companyconsolidated balance sheets included in or incorporated by reference into the Parent Reports and the T Reports (including the related notes and schedules) fairly presents the consolidated financial position of Parent and its consolidated Subsidiaries or T and its consolidated Subsidiaries, since January 1as applicable, 2014as of its date, no employee and each of the Company consolidated statements of operations, cash flows and of changes in stockholders' equity included in or incorporated by reference into the Parent Reports and the T Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its consolidated Subsidiaries has or T and its consolidated Subsidiaries, as applicable, for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein; provided or is providing information that with respect to any law enforcement agency regarding T Reports such representations are made only to the violation of any applicable Law knowledge of the type described in Section 806 executive officers of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx ActParent.

Reports; Financial Statements. (a) Since January 1Parent has filed all forms, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses registration statements and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 20141999 (such forms, including reports, registration statements and documents, together with any financial statements or schedules included or incorporated by reference thereinamendments thereto, at the time filed or“Parent SEC Filings”). As of their respective dates, if amended or superseded by a subsequent filingthe Parent SEC Filings (i) comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the date of “Exchange Act”), as the last such amendment or superseding filing made at least two case may be, and (2ii) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) do not contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, there taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are no outstanding made, not misleading. No event or unresolved comments in comment letters received from the SEC staff circumstance has occurred or information exists with respect to the Company SEC Reports. As of the date of this AgreementParent or its business, the Company properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not received any written or, to been so publicly announced or disclosed (assuming for this purpose the Companypreparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to filed under the Exchange ActAct are incorporated by reference). (b) The audited financial statements and unaudited consolidated interim financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) reference in the Company Parent SEC Reports Filings (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involvedthereto), (iiiii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries complied as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. , and (ciii) The Company has designed fairly present the consolidated financial position of Parent and maintains a system of internal controls over financial reporting (its Subsidiaries as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting dates thereof and the preparation of financial statements income, cash flows, and changes in stockholder’s equity for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsinvolved. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.

Reports; Financial Statements. (ai) Since January 1The Company has filed or furnished, 2014as applicable, (A) its annual report on Form 10-K for the fiscal year ended Xxxxx 00, 0000, (X) its quarterly reports on Form 10-Q for its fiscal quarters ended June 30, 2016, September 30, 2016 and December 31, 2016, (C) its proxy statement relating to the annual meeting of the stockholders of the Company has timely filed or furnished held in 2016 and (D) all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since March 31, 2016 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company 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 Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will 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; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of income, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in stockholders’ equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Act (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (ciii) The Company has designed and maintains its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurances assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Since January 1With respect to each Company Report that is a report on Form 10-K or Form 10-Q (or an amendment thereto, 2014the Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of auditors and audit committee (i) any existing “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the internal control over Company’s ability to record, process, summarize and report financial reporting or information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formscontrols. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the Xxxxxxxx-Xxxxx Act.