Common use of SEC Documents; Financial Statements; No Undisclosed Liabilities Clause in Contracts

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company has filed, and made available to Parent true and complete copies of, all required reports, schedules, forms, statements, exhibits and other documents filed with the Securities and Exchange Commission ("SEC") since January 1, 1996 (the "SEC Documents"). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present 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). (c) Except as set forth in the SEC Documents, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company has filedfiled or furnished, and made available to Parent true and complete copies ofas applicable, on a timely basis all required reports, schedules, forms, statements, exhibits statements and other documents filed with the SEC required to be filed or furnished, as applicable, by the Company pursuant to the Securities and Act or the Exchange Commission ("SEC") Act since January 1December 13, 1996 2013 (the "“SEC Documents"”). As of their respective dates, and except effective dates (in the case of SEC Documents that are registration statements filed pursuant to the extent later modified requirements of the Securities Act) and as of their respective dates of filing (in subsequent the case of all other SEC Documents), the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to thereto, and, as of such SEC Documentsrespective dates, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Documents. To the Knowledge of the Company, as of the date hereof, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents. (b) The Each of the audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents comply when filed (i) was prepared in a manner consistent in all material respects with applicable accounting requirements the books and records of the Company and its Subsidiaries (except, in the case of unaudited quarterly financial statements, to the extent permitted by the SEC on Form 10-Q under the Exchange Act), (ii) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except as may be indicated in the notes to such financial statements and except, in the case of unaudited quarterly financial statements, as to the extent permitted by the SEC on Form 10-Q of under the SECExchange Act) applied on a consistent basis throughout during the periods involved ("GAAP") presented (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries 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 quarterly financial statements, to normal and recurring year-end audit adjustmentsadjustments that were not, or (in the case of any such financial statements filed since January 31, 2016) were not and were not reasonably expected to be, material in amount). The financial and accounting books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any applicable Laws. (c) Except as set forth to the extent reflected or reserved against in the most recent consolidated balance sheet of the Company (or the notes thereto) included in the Filed SEC Documents, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature (whether accrued, absolute, contingent or otherwise)nature, except for liabilities and obligations whichthat have not had and would not have, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company Fresenius USA has delivered to the other parties hereto each SEC Document prepared and filed with the SEC by it or its subsidiaries since December 31, 1994, including, without limitation, (A) its Annual Report on Form 10-K for the year ended December 31, 1994, and (B) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 1995. As of its filing date, each such SEC Document filed, and made available to Parent true and complete copies of, all required reports, schedules, forms, statements, exhibits and other documents each SEC Document that will be filed with the Securities and Exchange Commission ("SEC") since January 1, 1996 (the "SEC Documents"). As of their respective dates, and except by Fresenius USA or its subsidiaries prior to the extent later modified in subsequent SEC DocumentsEffective Time, as amended or supplemented, if applicable, pursuant to the SEC Documents Exchange Act (A) complied or will comply in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), B) did not or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained will not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements . Each of the Company Fresenius USA's consolidated balance sheets included in the or incorporated by reference into its SEC Documents comply fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company it and its consolidated subsidiaries as of its date and each of the dates thereof consolidated statements of income, cash flows and shareholders' equity included in or incorporated by reference into its SEC Documents (including any related notes and schedules) fairly presents in all material respects the consolidated results of their operations operations, retained earnings and cash flows flows, as the case may be, of Fresenius USA and its subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with US GAAP. (cii) Each SEC Document which is a final registration statement filed, and each final registration statement that will be filed by it or any subsidiary prior to the Effective Time, as amended or supplemented, if applicable, pursuant to the Securities Act, as of the date such statement or amendment became or will become effective (A) complied or will comply in all material respects with the applicable requirements of the Securities Act and (B) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made). (iii) Included in the Fresenius USA Disclosure Letter are a consolidated balance sheet as of, and consolidated statements of income, cash flows and shareholders' equity for the year ended, December 31, 1995 for Fresenius USA (such financial statements, the "Fresenius USA Disclosure Letter Financial Statements"), and the balance sheet as of December 31, 1995 included therein, (the "Fresenius USA Disclosure Letter Balance Sheet"). The Fresenius USA Disclosure Letter Balance Sheet (including any related notes and schedules) fairly presents in all material respects, and the consolidated balance sheet to be included in the Fresenius USA Audited Financial Statements (including any related notes and schedules) shall fairly present in all material respects, the consolidated financial position of Fresenius USA and its subsidiaries as of its date; and each of the consolidated statements of income, cash flows and shareholders' equity included in the Fresenius USA Disclosure Letter Financial Statements (including any related notes and schedules) fairly presents in all material respects, and each such statement to be included in the Fresenius USA Audited Financial Statements (including any related notes and schedules) shall fairly present in all material respects, the consolidated results of operations, retained earnings and cash flows, as the case may be, of Fresenius USA, and its subsidiaries for the periods set forth therein, in each case in accordance with US GAAP. (iv) Except as set forth disclosed in the Fresenius USA Disclosure Letter Balance Sheet or the notes thereto or in its SEC Documents, and except for liabilities and obligations arising in Documents filed with the ordinary course of business consistent with past practiceSEC prior to the date hereof, neither the Company Fresenius USA nor any of its subsidiaries has any liabilities liabilities, whether or obligations of any nature (whether not accrued, absolute, contingent or otherwise), except for liabilities and obligations whichthat, individually or in the aggregate, have not had or would not are reasonably be expected likely to have a Material Adverse EffectEffect with respect to Fresenius USA.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has filed, and made available timely filed or furnished to Parent true and complete copies of, the SEC all required reports, schedules, forms, statements, exhibits statements and other documents required to be filed with or furnished by it under the Securities and Act or the Exchange Commission ("SEC") Act since January 1December 31, 1996 2018, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the "“Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Company SEC Documents"”). As of their respective dates, dates and except after giving effect to the extent later modified in subsequent SEC Documentsany amendments or supplements thereto, the Company SEC Documents at the time filed complied in all material respects with the applicable requirements of the Securities Act of 1933and the Exchange Act, as amendedapplicable, and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Company SEC Documents, each as in effect on the date such Company SEC Document was filed, and none of the SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of the Company, none of the Company SEC Documents is as of the date of this Agreement the subject of ongoing SEC review. As of the date hereof, the Company has not received any comments from the SEC with respect to any of the Company SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting the Company that have not been adequately addressed. None of the Company’s Subsidiaries is, or at any time since December 31, 2018 has been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (bii) The consolidated financial statements of the Company and its Subsidiaries included in or incorporated by reference into the Company SEC Documents comply Documents, including notes and related schedules, complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis throughout during the periods involved ("GAAP") (except as may be indicated disclosed in the notes thereto) and fairly present present, or, in the case of consolidated balance sheets included in or incorporated by reference into the Company SEC Documents filed after the date of this Agreement, will fairly present, in each case in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and each of the consolidated results statements of their operations operations, comprehensive income (loss), equity, and cash flows included in or incorporated by reference into the Company SEC Documents (including any related notes and schedules) fairly presents, in each case in all material respects, the results of operations, retained earnings (loss), and changes in financial position for the periods then ended set forth therein (subject, in the case of unaudited statements, to the absence of notes and to normal year-end audit adjustments), in each case in accordance with GAAP (except, in the case of the unaudited statements, to the extent permitted by the SEC) consistently applied during the periods involved, except as may be noted therein or in the notes thereto. (ciii) Except The Company maintains “disclosure controls and procedures” (as set forth defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are effective to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the SEC Documentsreports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and except that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. The Company’s management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. The Company maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company has disclosed as of the date hereof, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Trust Managers of the Company (1) any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting that are reasonably likely to materially affect 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 of the Company or any Subsidiary who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date of this Agreement. As used in this Agreement, the terms “significant deficiency” and “material weakness” have the meanings assigned to such terms in Auditing Standard No. 5 of the Public Company Accounting Oversight Board as in effect on the date of this Agreement. (iv) There are no liabilities or obligations of the Company or any of its Subsidiaries, whether accrued, contingent, absolute, determined, determinable or otherwise, of the type that would be required to be disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto) prepared in accordance with GAAP, other than: (A) liabilities for obligations arising reflected or reserved against in the Company’s most recent balance sheet or disclosed in the notes thereto contained in the Company SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice, neither practice since the Company nor any date of its subsidiaries has any such balance sheet; (C) liabilities or obligations arising out of any nature this Agreement or the transactions contemplated hereby; or (whether accrued, absolute, contingent D) liabilities or otherwise), except for liabilities and obligations whichthat would not reasonably be expected to have, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse EffectEffect on the Company. (v) Neither the Company nor any Subsidiary of the Company is a party to, nor does it have any legally binding commitment to become a party to, any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Subsidiary of the Company in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company has filed, and made available to Parent true and complete copies of, timely filed all required reports, schedules, forms, statements, exhibits and other documents required to be filed by the Company with the SEC under or pursuant to the Exchange Act or the Securities and Exchange Commission ("SEC") Act, since January 1, the Company's initial public offering in October 1996 (the "Company SEC Documents"). True and correct copies of each of the Company SEC Documents have been or will be provided or made available to Parent prior to the end of the Disclosure Period. As of their respective dates, and except or as subsequently amended prior to the extent later modified in subsequent SEC Documentsdelivery of the Disclosure Schedule, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The Company SEC Documents include all contracts and other documents which are required by the Securities Act or the Exchange Act to be filed as exhibits thereto. The financial statements of the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present 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). (c) . Except as set forth in the Company SEC Documents, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or in the aggregate, have not had or would could not reasonably be expected to have a Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (a) The the "Exchange Act"), and since September 30, 2009, the Company has filed, and made available to Parent true and complete copies of, filed all required reports, schedules, forms, statements, exhibits statements and other documents required to be filed by it with the Securities and SEC pursuant to the reporting requirements of the Exchange Commission Act ("SEC") since January 1, 1996 (all of the "foregoing including filings incorporated by reference therein being referred to herein as the “SEC Documents"”). As At the times of their respective dates, and except to the extent later modified in subsequent SEC Documentsfilings, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (the "Securities Act")and other federal, or the Exchange Actstate and local laws, as the case may be, rules and regulations applicable to such SEC Documentsdocuments, and and, as of their respective dates, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company included in the SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, . Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC“GAAP”) applied on a consistent basis throughout during the periods involved ("GAAP"except (i) (except as may be otherwise indicated in such financial statements or the notes theretothereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements, but only to the extent permitted by GAAP and the SEC), and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the SEC DocumentsFinancial Statements, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither (i) the Company nor any of its subsidiaries has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse EffectEffect and (ii) no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, that, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed in the SEC Documents.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Parent has filed, and provided or made available to Parent the Company true and complete correct copies of, of all required reports, schedules, forms, statements, exhibits and other documents filed with the Securities and Exchange Commission (the "SEC") since January 1, 1996 (the "SEC Documents"). As of their respective dates, and except by Parent under or pursuant to the extent later modified in subsequent SEC Documents, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act") since January 1, 1996 (the "Parent SEC Documents"), all of which were timely filed with the SEC. As of their respective dates, or as subsequently amended prior to the date of this Agreement, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act, as the case may be, Act applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The Parent SEC Documents include all contracts and other documents which are required by the Securities Act or the Exchange Act to be filed as exhibits thereto. The financial statements of the Company Parent included in the Parent SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") GAAP (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company Parent 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). (c) . Except as set forth in the Parent SEC Documents, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither the Company Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or in the aggregate, have not had or would could not reasonably be expected to have a Parent Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company Grace has delivered to the other parties hereto each SEC Document prepared and filed with the SEC by it or its subsidiaries since December 31, 1994, including, without limitation, (A) its Annual Report on Form 10-K for the year ended December 31, 1994, and (B) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 1995. As of its filing date, each such SEC Document filed, and made available to Parent true and complete copies of, all required reports, schedules, forms, statements, exhibits and other documents each SEC Document that will be filed with the Securities and Exchange Commission ("SEC") since January 1, 1996 (the "SEC Documents"). As of their respective dates, and except by it or its subsidiaries prior to the extent later modified in subsequent SEC DocumentsEffective Time, as amended or supplemented, if applicable, pursuant to the SEC Documents Exchange Act (A) complied or will comply in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), B) did not or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained will not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements . Each of the Company Grace's consolidated balance sheets included in the or incorporated by reference into its SEC Documents comply (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company it and its consolidated subsidiaries as of its date and each of the dates thereof consolidated statements of income, cash flows and shareholders' equity included in or incorporated by reference into its SEC Documents (including any related notes and schedules) fairly presents in all material respects the consolidated results of their operations operations, retained earnings and cash flows flows, as the case may be, of it and its subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with US GAAP. (cii) Each SEC Document which is a final registration statement filed, and each final registration statement that will be filed by it or any subsidiary prior to the Effective Time, as amended or supplemented, if applicable, pursuant to the Securities Act, as of the date such statement or amendment became or will become effective (A) complied or will comply in all material respects with the applicable requirements of the Securities Act and (B) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made). (iii) Included in the Grace Disclosure Letter are a special purpose consolidated balance sheet as of, and special purpose consolidated statements of income, cash flows and shareholders' equity for Grace for the year ended, December 31, 1995, for Grace, in each case exclusive of the Grace-Conn. Business and the assets, liabilities, income, cash flows and shareholders' equity thereof (such financial statements, the "Grace Disclosure Letter Financial Statements" and the balance sheet as of December 31, 1995 included therein, the "Grace Disclosure Letter Balance Sheet"). The Grace Disclosure Letter Balance Sheet (including any related notes and schedules) fairly presents in all material respects, and the special purpose consolidated balance sheet to be included in the Grace Audited Financial Statements (including any related notes and schedules) shall fairly present in all material respects, the consolidated financial position of Grace and its included subsidiaries as of its date; and each of the special purpose consolidated statements of income, cash flows and shareholders' equity included in the Grace Disclosure Letter Financial Statements (including any related notes and schedules) fairly presents in all material respects, and each such statement to be included in the Grace Audited Financial Statements (including any related notes and schedules) shall fairly present in all material respects, the consolidated re sults of operations, retained earnings and cash flows, as the case may be, of Grace and its included subsidiaries for the periods set forth therein, in each case in accordance with US GAAP and in each case exclusive of the Grace-Conn. Business and the assets, liabilities, income, cash flows and shareholders' equity thereof. (iv) Except as set forth disclosed in the Grace Disclosure Letter Balance Sheet or the notes thereto or in its SEC Documents, and except for liabilities and obligations arising in Documents filed with the ordinary course of business consistent with past practiceSEC prior to the date hereof, neither the Company Grace nor any of its subsidiaries has any liabilities liabilities, whether or obligations of any nature (whether not accrued, absolute, contingent or otherwise), except for liabilities and obligations whichthat, individually or in the aggregate, have not had or would not are reasonably be expected likely to have a Material Adverse EffectEffect with respect to Grace.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Parent has filed, and provided or made available to Parent the Company true and complete correct copies of, of all required reports, schedules, forms, statements, exhibits and other documents filed with the Securities and SEC by Parent under or pursuant to the Exchange Commission ("SEC") Act since January 1, 1996 (the "Parent SEC Documents"), all of which were timely filed with the SEC. As of their respective dates, and except or as subsequently amended prior to the extent later modified in subsequent SEC Documentsdate of this Agreement, the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The Parent SEC Documents include all contracts and other documents which are required by the Securities Act or the Exchange Act to be filed as exhibits thereto. The financial statements of the Company included in the Parent SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") GAAP (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company Parent 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). (c) . Except as set forth in the Parent SEC Documents, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither the Company Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or in the aggregate, have not had or would could not reasonably be expected to have a Parent Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has filed, and made available to Parent true and complete copies of, filed all required reports, schedules, forms, statements, exhibits statements and other documents filed with the Securities and Exchange Commission ("SEC") SEC since January 1, 1996 (the "SEC Documents"). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectsubject to the items set forth in Section 4.1(e) of the Disclosure Schedule, and in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). (c) . Except as set forth in the Company Filed SEC Documents, and except for liabilities and obligations arising in Documents (defined below) or on Section 4.1(e) of the ordinary course of business consistent with past practiceDisclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) and there is no existing condition, except for liabilities and obligations which, individually situation or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect.set of circumstances which are required by generally accepted accounting

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company has filed, filed all SEC Documents on a timely basis or has received a valid extension of such time of filing and made available has filed any such SEC Documents prior to Parent true and complete copies of, all required reports, schedules, forms, statements, exhibits and other documents filed with the Securities and Exchange Commission ("SEC") since January 1, 1996 (the "SEC Documents")expiration of any such extension. As of their respective filing dates, and except to the extent later modified in subsequent SEC Documents, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 19331934, as amendedamended (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002, as amended (and in both cases, the rules and regulations thereunder (of the "Securities Act"SEC promulgated thereunder), or the Exchange Act, as the case may bein each case, applicable to such the SEC Documents, and none of the SEC Documents Documents, at the time they were filed with the SEC (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The . As of their respective filing dates, the financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles principles, consistently applied, during the periods involved (except“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Form 10Regulation S-Q X and the other rules and regulations of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth would not, individually or in the SEC Documentsaggregate, and except for liabilities and obligations arising in the ordinary course of business consistent with past practicereasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except for liabilities and obligations which, individually (i) reflected or reserved against in the aggregatebalance sheet (or the notes thereto) of the Company and its Subsidiaries as of May 26, 2024 (the “Balance Sheet Date”) included in the SEC Documents, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by this Agreement or otherwise incurred in connection with the transactions contemplated hereby, or (iv) that have not had been discharged or would not reasonably be expected paid prior to have a Material Adverse Effectthe date of this Agreement.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company has filed, and made available to Parent true and complete copies of, filed all required reports, schedules, forms, statements, exhibits statements and other documents filed with the Securities and Exchange Commission ("SEC") SEC since January 1, 1996 1998 and has provided to Parent a true and complete copy of the Company's Annual Report on Form 10-K which will be filed no later than March 31, 1999 (the "Company's 1999 10-K" and together with such other filed documents referred to in this sentence, the "SEC Documents"). As of their respective datesfiling dates (or in the case of the Company's 1999 10-K, and except to the extent later modified in subsequent SEC DocumentsMarch 28, 1999), the SEC Documents complied in all material respects with the then applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such SEC Documents, and and, as of such filing dates (or in the case of the Company's 1999 10-K, the date of this Agreement) (or if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company included in the SEC Documents comply (the "Financial Statements") complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth in the Company Filed SEC Documents, and except for liabilities and obligations arising Documents (defined below in Section 4.1(g)) or in Section 4.1(e) or (g) of the ordinary course of business consistent with past practiceDisclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) and there is no existing condition, situation or set of circumstances, in each case which are required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, except for liabilities and obligations incurred in connection with this Agreement or which, individually or in the aggregate, have not had or would could not reasonably be expected to have a Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company PSS has filed, and made available to Parent true and complete copies of, filed all required reports, schedules, forms, statements, exhibits forms and other documents filed with the Securities and Exchange Commission ("SEC") SEC since January 1the filing of PSS's Registration Statement on Form S-1 for the initial public offering of Parent Common Stock on December 21, 1996 1995 (the "PSS SEC Documents"). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the PSS SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder 1933 (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 PSS SEC Documents, and none of the PSS SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated state therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The consolidated financial statements of the Company PSS included in the PSS SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company PSS 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 and recurring year-end audit adjustmentsadjustments not material in scope or amount). (c) . Except as set forth in the PSS Filed SEC Documents, and except for liabilities and obligations arising Documents (defined in the ordinary course of business consistent with past practiceSection 2.2(f)), neither the Company PSS nor any of its subsidiaries has any material liabilities or obligations required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of any nature (whether accrued, absolute, contingent PSS and its consolidated subsidiaries or otherwise), except for liabilities in the notes thereto and obligations which, individually singly or in the aggregate, have not had or would not could reasonably be expected to have a Material PSS Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Seller Parent has filed, and made available to Parent true and complete copies offurnished or otherwise transmitted on a timely basis all forms, all required reports, schedules, forms, statements, exhibits certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the Securities and Exchange Commission ("the “SEC"“) since January 1, 1996 2017 (all such forms, reports, statements, certificates and other documents filed since January 1, 2017 and prior to the "date of the Original Agreement, collectively, the “Company SEC Documents"“). As of their respective datesfiling dates (or, and except if amended or superseded by a subsequent filing prior to the extent later modified in subsequent SEC Documentsdate of the Original Agreement, as of the date of such amendment or superseding filing), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the regulations promulgated thereunder (the “Securities Act“), the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder promulgated thereunder, (the "Securities Act"), or the “Exchange Act, “) and the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder as the case may be, applicable in each case, as in effect on the date so filed or furnished. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to such SEC Documents, and none the date of the Original Agreement, as of the date of such amendment or superseding filing), the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted 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 misleadingmisleading in any material respect. (b) The financial statements Except as set forth on Section 3.5(b) of the Company included Disclosure Letter, Seller Parent is in the SEC Documents comply compliance in all material respects with the applicable accounting requirements current listing and the published corporate governance rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq“). (c) The audited consolidated financial statements of Seller Parent (including any related notes thereto) included in Seller Parent’s Annual Reports on Form 10-K filed with the SEC with respect theretosince January 1, 2018, including in each case a consolidated balance sheet, a consolidated statement of operations and comprehensive loss, a consolidated statement of stockholders’ deficit and a consolidated statement of cash flows, and accompanying notes (the “Seller Financial Statements“), have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present in all material respects, as applicable, the consolidated financial position of the Company Seller Parent and its consolidated subsidiaries as of Subsidiaries at the respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended indicated. The consolidated balance sheets (subject, including the related notes) included in the Seller Financial Statements fairly present in all material respects the consolidated financial position of Seller Parent and its Subsidiaries as at the respective dates thereof, and the consolidated statements of operations and comprehensive loss, consolidated statements of stockholders’ deficit and consolidated statements of cash flows (in each case including the related notes) included in such Seller Financial Statements present fairly in all material respects the consolidated results of operations and comprehensive loss, stockholders’ deficit and cash flows of Seller Parent and its Subsidiaries for the respective periods indicated, except as otherwise noted therein. The unaudited statementsconsolidated financial statements of Seller Parent (including any related notes thereto) included in Seller Parent’s Quarterly Reports on Form 10-Q filed with the SEC since January 1, 2018 (the “Seller Unaudited Financial Statements“) 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 may be permitted by the SEC under the Exchange Act) and fairly present in all material respects the consolidated financial position of Seller Parent and its Subsidiaries as of the respective dates thereof and the results of their operations and cash flows for the periods indicated (subject to normal yearperiod-end audit adjustments). (cd) Except as set forth Since January 1, 2017, Seller Parent has established and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act, which are reasonably designed to ensure that information required to be disclosed by Seller Parent in its filings with the SEC Documents, is recorded and except reported on a timely basis to the individuals responsible for liabilities the preparation of Seller Parent’s filings with the SEC under the Exchange Act. Seller Parent maintains internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and obligations arising the preparation of financial statements for external purposes in the ordinary course of business consistent accordance with past practice, neither the Company GAAP. (e) Neither Seller Parent nor any of its subsidiaries Subsidiaries has any liabilities Liabilities or obligations required by GAAP to be disclosed or reflected on or reserved against a consolidated balance sheet (or the notes thereto) of any nature (whether accrued, absolute, contingent or otherwise)Seller Parent and its Subsidiaries, except for liabilities Liabilities and obligations which(i) reflected or reserved against in Seller Parent’s consolidated balance sheet as of December 31, 2017 (or the notes thereto) (the “Balance Sheet“) included in the Company SEC Documents, (ii) incurred in the Ordinary Course of Business since the date of the Balance Sheet, (iii) which have been discharged or paid in full prior to the date of the Original Agreement, (iv) incurred pursuant to the transactions contemplated by this Agreement or (v) which would not, individually or in the aggregate, have not had or would not reasonably be expected to have be material to the Business (taken as a Material Adverse Effectwhole).

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Parent has filed, and made available timely filed or furnished (giving effect to Parent true and complete copies of, permissible extensions in accordance with Rule 12b-25 under the Exchange Act) with the SEC all required reports, schedules, forms, statements, and other documents (including exhibits and other documents information incorporated therein) required to be filed with the Securities and Exchange Commission ("SEC") or furnished by it since January 1, 1996 2023 under the Securities Act or the Exchange Act (all such documents, together with all exhibits and schedules to the foregoing materials and all documents and information incorporated therein by reference, the “SEC Documents”). The SEC Documents, including any audited or unaudited financial statements filed therewith and any notes thereto or schedules included therein (the "SEC Documents"“Parent Financial Statements”). As of their respective dates, and at the time filed or furnished (except to the extent later modified in subsequent corrected by a subsequently filed or furnished SEC Documents, Document filed or furnished prior to the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder Execution Date) (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (bii) The financial statements complied in all material respects with the applicable requirements of the Company included Exchange Act and the Securities Act, as applicable, (iii) in the SEC Documents comply case of the Parent Financial Statements, 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, have been (iv) in the case of the Parent Financial Statements, were prepared in accordance with United States generally accepted accounting principles GAAP consistently applied throughout the periods covered thereby (exceptexcept as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated and subject, in the notes theretocase of interim financial statements, to normal and recurring year-end audit adjustments and (v) and in the case of the Parent Financial Statements, fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the their respective consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Since January 1, 2023, Parent has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (cb) Except as There are no liabilities of Parent of any nature that would be required to be included in or reserved against on a consolidated balance sheet of Parent in accordance with GAAP except for (i) liabilities set forth in the SEC Documentsconsolidated balance sheet of Parent and its Subsidiaries as of December 31, and except for 2023 (including the notes thereto) included in the Parent Financial Statements, (ii) liabilities and obligations arising incurred in the ordinary course of business consistent with past practicepractice since December 31, neither 2023, (iii) liabilities under this Agreement and the Company nor any of its subsidiaries has any other Transaction Documents or incurred in connection with the transactions contemplated by this Agreement and the other Transaction Documents or (iv) liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations whichthat, individually or in the aggregate, have not had or would not reasonably be expected to have be material to Parent and its Subsidiaries, taken as a Material Adverse Effectwhole.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has filed, and made available delivered to Parent Parent, true and complete copies of, of all required reports, schedules, forms, statements, exhibits and other documents filed by the Company with the Securities and Exchange Commission ("SEC") SEC since January 1, 1996 2000 (the "“SEC Documents"”). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "“Securities Act"”), or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent superceded or amended by a subsequent filing with the SEC filed prior to the date hereof. (bii) The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("“GAAP"”) (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries 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). (ciii) Except as set forth in the SEC Documents, and except Documents or in Schedule 4.1(e) or for liabilities incurred in connection with this Agreement and obligations arising in the ordinary course of business consistent with past practicetransactions contemplated hereby, neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations whichincurred in the ordinary course of business consistent with past practice as reflected on the consolidated balance sheet of the Company dated as of June 30, individually 2003. (iv) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since July 31, 2002, was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (v) Since January 1, 2000, neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in questionable accounting or auditing practices, except for (A) any complaint, allegation, assertion or claim as has been resolved without any resulting change to the Company’s accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls and (B) questions regarding such matters raised and resolved in the ordinary course in connection with the preparation and review of the Company’s financial statements and periodic reports. No attorney representing the Company or any Subsidiary, whether or not employed by the Company or such Subsidiary, 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 Company Board or any committee thereof or to any director or officer of the Company. (vi) To the knowledge of the Company, no employee of the Company or any Subsidiary 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. Neither the Company nor any Subsidiary nor any officer, employee, contractor, subcontractor or agent of the Company or any Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the aggregate, have not had Company or would not reasonably be expected to have a Material Adverse Effectany Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Parent has filed, and provided or made available to Parent the Company and the Principal Shareholders true and complete correct copies of, of all required reports, schedules, forms, statements, exhibits and other documents filed with the SEC by Parent under or pursuant to the Securities and Exchange Commission Act of 1934, as amended (the "SECExchange Act") since January 1, 1996 1997 (the "Parent SEC Documents"), all of which were timely filed with the SEC. As of their respective dates, and except or as subsequently amended prior to the extent later modified in subsequent SEC Documentsdate of this Agreement, the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company Parent included in the Parent SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") GAAP (except as may be indicated in the notes thereto) and ), fairly present the consolidated financial position of the Company Parent 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). , are correct and complete in all material respects, and are consistent with the books and records of Parent and its consolidated subsidiaries (c) which books and records are correct and complete in all material respects). Except as set forth in Section 4.2(d) of the Parent Disclosure Schedule and except as disclosed in the financial statements of the Parent included in the Parent SEC Documents, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither the Company nor Parent has not incurred any of its subsidiaries has any liabilities or obligations of any nature liability (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations ) that would be required by GAAP to be reflected on a balance sheet or described in the notes thereto or which, individually or in the aggregate, have not had or would not reasonably could be expected to have a Parent Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has filed, and made available delivered to Parent Parent, true and complete copies of, of all required reports, schedules, forms, statements, exhibits and other documents filed by the Company with the Securities and Exchange Commission ("SEC") SEC since January 1, 1996 2000 (the "SEC Documents"). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (bii) The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiary 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). (ciii) Except as set forth in the SEC Documents, and except Documents or in Schedule 4.1(e) or for liabilities incurred in connection with this Agreement and obligations arising in the ordinary course of business consistent with past practicetransactions contemplated hereby, neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations whichincurred in the ordinary course of business consistent with past practice as reflected on the consolidated balance sheet of the Company dated as of June 30, individually 2003. (iv) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since July 31, 2002, was accompanied by the certifications required to be filed or submitted by the Company's chief executive officer and chief financial officer pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (v) Since January 1, 2000, neither the Company nor any Subsidiary nor, to the Company's Knowledge, any director, officer, employee, auditor, accountant or representative of the Company or its Subsidiary has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or its Subsidiary has engaged in questionable accounting or auditing practices, except for any complaint, allegation, assertion or claim as has been resolved without any resulting change to the Company's accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiary or their respective internal accounting controls. No attorney representing the Company or its Subsidiary, whether or not employed by the Company or its Subsidiary, 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 Company Board or any committee thereof or to any director or officer of the Company. (vi) To the Knowledge of the Company, no employee of the Company or its Subsidiary 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. Neither the Company nor its Subsidiary nor any officer, employee, contractor, subcontractor or agent of the Company or its Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the aggregate, have not had Company or would not reasonably be expected to have a Material Adverse Effectits Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Since December 31, 2021, the Company has filed, and made available timely filed or furnished all the SEC Documents required to Parent true and complete copies of, all required reports, schedules, forms, statements, exhibits and other documents be filed or furnished by it with the Securities and Exchange Commission ("SEC") since January 1, 1996 (SEC pursuant to the "SEC Documents")1934 Act. As of their respective filing or furnishing dates, and except to the extent later modified in subsequent SEC Documents, the SEC Documents complied in all material respects with the requirements of the Securities 1934 Act and the Sxxxxxxx-Xxxxx Act of 19332002, as amendedamended (and in both cases, and the rules and regulations thereunder (of the "Securities Act"SEC promulgated thereunder), or the Exchange Act, as the case may bein each case, applicable to such the SEC Documents, and none of the SEC Documents Documents, at the time they were filed or furnished with the SEC (or, if amended prior to the date hereof, the date of the filing or furnishing of such amendment, with respect to the disclosures that are amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The . As of their respective filing dates, the financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods involved ("GAAP") (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Regulation S-X and the other rules and regulations of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) . Except as set forth would not, individually or in the SEC Documentsaggregate, and except for liabilities and obligations arising in the ordinary course of business consistent with past practicereasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except for liabilities and obligations which, individually (i) reflected or reserved against in the aggregatebalance sheet (or the notes thereto) of the Company and its Subsidiaries as of September 30, 2022 (the "Balance Sheet Date") included in the SEC Documents, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by the Transaction Documents or otherwise incurred in connection with the transactions contemplated hereby and thereby, (iv) that have not had been discharged or would not reasonably be expected paid prior to the date of this Agreement, or (v) that have a Material Adverse Effectbeen incurred in the ordinary course, consistent in nature with the Company's past practice prior to the date hereof.

SEC Documents; Financial Statements; No Undisclosed Liabilities. During the two (a2) The years prior to the date hereof, the Company has filed, and made available timely filed all the SEC Documents required to Parent true and complete copies of, all required reports, schedules, forms, statements, exhibits and other documents be filed by it with the Securities and Exchange Commission ("SEC") since January 1, 1996 (SEC pursuant to the "SEC Documents")1934 Act. As of their respective filing dates, and except to the extent later modified in subsequent SEC Documents, the SEC Documents complied in all material respects with the requirements of the Securities 1934 Act and the Xxxxxxxx-Xxxxx Act of 19332002, as amendedamended (and in both cases, and the rules and regulations thereunder (of the "Securities Act"SEC promulgated thereunder), or the Exchange Act, as the case may bein each case, applicable to such the SEC Documents, and none of the SEC Documents Documents, at the time they were filed with the SEC (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The . As of their respective filing dates, the financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles principles, consistently applied, during the periods involved (except“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Form 10Regulation S-Q X and the other rules and regulations of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). . Except (ci) Except liabilities related to the Current Proceedings and (ii) as set forth would not, individually or in the SEC Documentsaggregate, and except for liabilities and obligations arising in the ordinary course of business consistent with past practicereasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except for liabilities and obligations which, individually (i) reflected or reserved against in the aggregatebalance sheet (or the notes thereto) of the Company and its Subsidiaries as of December 31, 2017 (the “Balance Sheet Date”) included in the SEC Documents, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by the Transaction Documents or otherwise incurred in connection with the transactions contemplated hereby and thereby, (iv) that have not had been discharged or would not reasonably be expected paid prior to the date of this Agreement, or (v) that have a Material Adverse Effectbeen incurred in the ordinary course, consistent in nature with the Company’s past practice prior to the date hereof.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company has filed, and made available to Parent true and complete copies of, filed all required reports, schedules, forms, statements, exhibits statements and other documents (including exhibits and all other information incorporated by reference therein) required to be filed by the Company with the Securities and Exchange Commission ("SEC") SEC since January 1, 1996 2008 pursuant to the Securities Act or the Exchange Act (the "“SEC Documents"”). (b) The Company has made available to the Investor (by public filing with the SEC or otherwise) the SEC Documents. As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (bc) The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries 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). (cd) Except as set forth in the SEC Documents, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither Neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) of the type required to be reflected as liabilities on a balance sheet prepared in accordance with GAAP, except for (i) liabilities that have arisen since December 31, 2007 in the Ordinary Course of Business, or (ii) liabilities and obligations which, that (individually or in the aggregate, have not had or ) would not reasonably be expected to have a Material Adverse Effect. (e) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company, as applicable) has made all certifications required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the SEC Documents, and the Company has delivered to the Investor a summary of any disclosure made by the Company’s management to the Company’s auditors and audit committee referred to in such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings ascribed to such terms in the Xxxxxxxx-Xxxxx Act. (f) The Company has (i) designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to its principal executive officer and principal financial officer; (ii) designed internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (iii) evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and (iv) 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. (g) The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Board of Directors (i) all significant deficiencies and material weaknesses within the Knowledge of the Company in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud within the Knowledge of the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (h) Except for the Subsidiaries of the Company that are co-registrants on the Company Registration Statements, none of the Company’s Subsidiaries is, or has at any time since January 1, 2005 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (i) As of the date of this Agreement, to the Knowledge of the Company, there is no applicable accounting rule, consensus or pronouncement that has been adopted by the SEC, the Financial Accounting Standards Board, the Emerging Issues Task Force or any similar body but that is not in effect as of the date of this Agreement that, if implemented (individually or in the aggregate) would reasonably be expected to have a Material Adverse Effect. (j) Since January 1, 2005 the Company has been in compliance in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act in effect from time to time.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has filed, and made available timely filed with or furnished to Parent true and complete copies of, the SEC all required reports, schedules, forms, statementsprospectuses, exhibits registration statements and other documents required to be filed with or furnished by it under the Securities and Act or the Exchange Commission ("SEC") Act since January 1December 31, 1996 2018, together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002, as amended (the "“Sxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Company SEC Documents"”). As of their respective dates, and except the Company SEC Documents at the time filed (or, if amended or superseded by a filing prior to the extent later modified date of this Agreement, as of the date of such filing) complied, and each Company SEC Document filed or furnished subsequent to the date of this Agreement (assuming, in subsequent SEC Documentsthe case of the Proxy Statement/Prospectus, that the SEC Documents complied representations and warranties set forth in Section 3.2(e) are true and correct) will comply, in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act of 1933, as amendedand the Sxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of the Company, none of the Company SEC Documents is as of the date of this Agreement the subject of ongoing SEC review and as of the date hereof, the Company has not received any comments from the SEC with respect to any of the Company SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting the Company that have not been addressed. The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, as amended, and the applicable listing and corporate governance rules and regulations of NYSE. (bii) The audited consolidated and unaudited consolidated financial statements of the Company included in the Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved ("GAAP") (except as may be indicated disclosed in the notes thereto, or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended shown (subject, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustmentsadjustments in the case of any unaudited interim financial statements). (ciii) Except The Company has established and maintains a system of internal control over financial reporting (as set forth defined in Rules 13a–15 and 15d–15 of the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting. The Company (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15 and 15d–15 of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by the Company in the SEC Documentsreports 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 and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure, and except for liabilities (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent, the Company’s outside auditors and obligations arising the audit committee of the Company Board (1) all significant deficiencies and material weaknesses in the ordinary course design or operation of business consistent with past practiceinternal control over financial reporting which are reasonably likely to adversely affect 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 control over financial reporting. Since December 31, 2018, any material change in internal control over financial reporting required to be disclosed in any Company SEC Document has been so disclosed. Since December 31, 2018 to the date of this Agreement, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE, and neither the Company nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (iv) Since December 31, 2018 to the date of this Agreement, neither the Company nor any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, any Representative of the Company or any of its Subsidiaries has received any written (or to the knowledge of the Company, oral) complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2018, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (v) There are no liabilities or obligations of the Company or any nature (of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, contingent determined, determinable or otherwise), except for other than: (A) liabilities or obligations reflected or reserved against in the Company’s most recent balance sheet or in the notes thereto contained in the Company SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (D) liabilities or obligations whichthat have not had and would not reasonably be expected to have, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect. (vi) Neither the Company nor any Subsidiary of the Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between the Company or any Subsidiary of the Company, on the one hand, and any unconsolidated Affiliate of the Company or any Subsidiary of the Company, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements, where the result, purpose or effect of such contract is to avoid public disclosure of any material transaction involving, or material liabilities of, the Company or any Subsidiary of the Company or any of their financial statements.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company Parent has filed, and made available delivered to Parent the Company, true and complete copies of, of all required reports, schedules, forms, statements, exhibits and other documents filed by Parent with the Securities and Exchange Commission ("SEC") SEC since January 1, 1996 2000 (the "“Parent SEC Documents"”). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (bii) The financial statements of the Company Parent included in the Parent SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") GAAP (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company Parent 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). (ciii) Except as set forth in the Parent SEC Documents, and except Documents or in Schedule 4.2(e) or for liabilities incurred in connection this Agreement and obligations arising in the ordinary course of business consistent with past practicetransactions contemplated hereby, neither the Company Parent nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or incurred in the aggregateordinary course of business consistent with past practice since June 30, have not had 2003 or would which could not reasonably be expected to have a Parent Material Adverse Effect. (iv) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since July 31, 2002, was accompanied by the certifications required to be filed or submitted by Parent’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (v) Since January 1, 2000, neither Parent nor, to Parent’s knowledge, any director, officer, employee, auditor, accountant or representative of Parent has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its internal accounting controls, including any complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices, except for any complaint, allegation, assertion or claim as has been resolved without any resulting change to Parent’s accounting or auditing practices, procedures, methodologies or methods of Parent or its internal accounting controls. No attorney representing Parent, whether or not employed by Parent, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to Parent or any committee thereof or to any director or officer of Parent. (vi) To the knowledge of Parent, no employee of Parent 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. Neither Parent nor any officer, employee, contractor, subcontractor or agent of Parent has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has filed, and made available timely filed with or furnished to Parent true and complete copies of, the SEC all required reports, schedules, forms, statementsprospectuses, exhibits registration statements and other documents required to be filed with or furnished by it under the Securities and Act or the Exchange Commission ("SEC") Act since January 1December 31, 1996 2018, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the "“Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Company SEC Documents"”). As of their respective dates, and except the Company SEC Documents at the time filed (or, if amended or superseded by a filing prior to the extent later modified date of this Agreement, as of the date of such filing) complied, and each Company SEC Document filed or furnished subsequent to the date of this Agreement (assuming, in subsequent SEC Documentsthe case of the Proxy Statement/Prospectus, that the SEC Documents complied representations and warranties set forth in Section 3.2(e) are true and correct) will comply, in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act of 1933, as amendedand the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of the Company, none of the Company SEC Documents is as of the date of this Agreement the subject of ongoing SEC review and as of the date hereof, the Company has not received any comments from the SEC with respect to any of the Company SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting the Company that have not been addressed. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended, and the applicable listing and corporate governance rules and regulations of NYSE. (bii) The audited consolidated and unaudited consolidated financial statements of the Company included in the Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved ("GAAP") (except as may be indicated disclosed in the notes thereto, or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended shown (subject, in the case of unaudited statementseach case, to normal and recurring year-end audit adjustmentsadjustments in the case of any unaudited interim financial statements). (ciii) Except The Company has established and maintains a system of internal control over financial reporting (as set forth defined in Rules 13a–15 and 15d–15 of the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting. The Company (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15 and 15d–15 of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by the Company in the SEC Documentsreports 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 and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure, and except for liabilities (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to Parent, the Company’s outside auditors and obligations arising the audit committee of the Company Board (1) all significant deficiencies and material weaknesses in the ordinary course design or operation of business consistent with past practiceinternal control over financial reporting which are reasonably likely to adversely affect 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 control over financial reporting. Since December 31, 2018, any material change in internal control over financial reporting required to be disclosed in any Company SEC Document has been so disclosed. Since December 31, 2018 to the date of this Agreement, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE, and neither the Company nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (iv) Since December 31, 2018 to the date of this Agreement, neither the Company nor any of its subsidiaries Subsidiaries nor, to the knowledge of the Company, any Representative of the Company or any of its Subsidiaries has received any written (or to the knowledge of the Company, oral) complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2018, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (v) There are no liabilities or obligations of the Company or any nature (of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, contingent determined, determinable or otherwise), except for other than: (A) liabilities or obligations reflected or reserved against in the Company’s most recent balance sheet or in the notes thereto contained in the Company SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business since the date of such balance sheet; (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby; and (D) liabilities or obligations whichthat have not had and would not reasonably be expected to have, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect. (vi) Neither the Company nor any Subsidiary of the Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between the Company or any Subsidiary of the Company, on the one hand, and any unconsolidated Affiliate of the Company or any Subsidiary of the Company, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements, where the result, purpose or effect of such contract is to avoid public disclosure of any material transaction involving, or material liabilities of, the Company or any Subsidiary of the Company or any of their financial statements.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company Parent has filed, and made available delivered to Parent the Company, true and complete copies of, of all required reports, schedules, forms, statements, exhibits and other documents filed by Parent with the Securities and Exchange Commission ("SEC") SEC since January 1, 1996 2000 (the "“Parent SEC Documents"”). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (bii) The financial statements of the Company Parent included in the Parent SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") GAAP (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position of the Company Parent 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). (ciii) Except as set forth in the Parent SEC Documents, and except Documents or for liabilities incurred in connection this Agreement and obligations arising in the ordinary course of business consistent with past practicetransactions contemplated hereby, neither the Company Parent nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or incurred in the aggregateordinary course of business consistent with past practice since June 30, have not had 2003 or would which could not reasonably be expected to have a Parent Material Adverse Effect. (iv) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since July 31, 2002, was accompanied by the certifications required to be filed or submitted by Parent’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (v) Since January 1, 2000, neither Parent nor, to Parent’s knowledge, any director, officer, employee, auditor, accountant or representative of Parent has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its internal accounting controls, including any complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices, except for (A) any complaint, allegation, assertion or claim as has been resolved without any resulting change to Parent’s accounting or auditing practices, procedures, methodologies or methods of Parent or its internal accounting controls and (B) questions regarding such matters raised and resolved in the ordinary course in connection with the preparation and review of the Company’s financial statements and periodic reports. No attorney representing Parent, whether or not employed by Parent, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to Parent or any committee thereof or to any director or officer of Parent. (vi) To the knowledge of Parent, no employee of Parent 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. Neither Parent nor any officer, employee, contractor, subcontractor or agent of Parent has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Parent has filed, and made available to Parent the Company true and complete copies of, all required reports, schedules, forms, statements, exhibits and other documents required to be filed with the Securities and Exchange Commission ("SEC") SEC since January 1November 30, 1996 2000 (the "PARENT SEC DocumentsDOCUMENTS"). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No event has occurred since the filing of the most recent Parent SEC Document which would have a Material Adverse Effect on Parent or as the result of which the Parent will be required to file a report with the SEC. (b) The financial statements of the Company Parent included in the Parent SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable to the Parent with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company Parent 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). (c) Except as set forth in the Parent SEC Documents, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither the Company nor any of its subsidiaries Parent has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse EffectEffect on Parent.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Parent has filed, and made available to Parent the Company true and complete copies of, all required reports, schedules, forms, statements, exhibits and other documents filed with the Securities and Exchange Commission ("SEC") SEC since January 1June 29, 1996 1998 (the "PARENT SEC DocumentsDOCUMENTS"). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company Parent included in the Parent SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable to foreign private issuers with respect thereto, have been prepared in accordance with United States Canadian generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECrules applicable to foreign private issuers) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company Parent 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). (c) Except as set forth in the SEC Documents, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither the Company nor any of its subsidiaries Parent has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or in the aggregate, have not had or would not reasonably be expected to have a Parent Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company Raven has filed, and made available timely filed or furnished to Parent true and complete copies of, the SEC all required reports, schedules, forms, statements, exhibits statements and other documents required to be filed with or furnished by it under the Securities Act or the Exchange Act since December 31, 2014, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and Exchange Commission ("SEC") since January 1together with all information incorporated by reference therein and schedules and exhibits thereto, 1996 (the "“Raven SEC Documents"”). As of their respective dates, and except the Raven SEC Documents at the time filed (or, if amended or superseded by a filing prior to the extent later modified in subsequent SEC Documentsdate of this Agreement, as of the SEC Documents date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933, as amendedand the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Raven SEC Documents, and none of the Raven SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Raven, none of the Raven SEC Documents is as of the date of this Agreement the subject of ongoing SEC review and as of the date hereof, Raven has not received any comments from the SEC with respect to any of the Raven SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Raven that have not been adequately addressed. (bii) The financial statements of the Company Raven included in the Raven SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved ("GAAP") (except as may be indicated disclosed in the notes thereto) and fairly present 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, or, in the case of unaudited statements, to normal yearas permitted by Rule 10-end audit adjustments)01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of Raven and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ciii) Except Raven has established and maintains a system of internal control over financial reporting (as set forth defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. Raven (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by Raven in the 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 and is accumulated and communicated to Eagle’s management as appropriate to allow timely decisions regarding required disclosure and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to Eagle, Raven’s outside auditors and the audit committee of the Board of Directors of Raven (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Raven’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 Raven’s internal control over financial reporting. Since December 31, 2014, any material change in internal control over financial reporting required to be disclosed in any Raven SEC DocumentsDocument has been so disclosed. (iv) Since December 31, and except for 2014, neither Raven nor any of its Subsidiaries nor, to the knowledge of Raven, any Representative of Raven or any of its Subsidiaries has received or otherwise 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 Raven or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2014, including any material complaint, allegation, assertion or claim that Raven or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (v) There are no liabilities and or obligations arising of Raven or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (A) liabilities or obligations reflected or reserved against in Raven’s most recent balance sheet or in the notes thereto contained in the Raven SEC Documents filed with the SEC prior to the date of this Agreement; (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice, neither practices since the Company nor any date of its subsidiaries has any such balance sheet; (C) liabilities or obligations arising out of any nature this Agreement or the transactions contemplated hereby; and (whether accrued, absolute, contingent D) liabilities or otherwise), except for liabilities obligations that have not and obligations whichwould not reasonably be expected to have, individually or in the aggregate, have not had or would not reasonably be expected to have a Raven Material Adverse Effect. (vi) Neither Raven nor any Subsidiary of Raven is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between Raven or any Subsidiary of Raven, on the one hand, and any unconsolidated Affiliate of Raven or any Subsidiary of Raven, 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 of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Raven or any Subsidiary of Raven or any of their financial statements.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Parent has filed, and made available timely filed or furnished (giving effect to Parent true and complete copies of, permissible extensions in accordance with Rule 12b-25 under the Exchange Act) with the SEC all required reports, schedules, forms, statements, and other documents (including exhibits and other documents information incorporated therein) required to be filed with the Securities and Exchange Commission ("SEC") or furnished by it since January 1, 1996 2023 under the Securities Act or the Exchange Act (all such documents, together with all exhibits and schedules to the foregoing materials and all documents and information incorporated therein by reference, the “SEC Documents”). The SEC Documents, including any audited or unaudited financial statements filed therewith and any notes thereto or schedules included therein (the "SEC Documents"“Parent Financial Statements”). As of their respective dates, and at the time filed or furnished (except to the extent later modified in subsequent corrected by a subsequently filed or furnished SEC Documents, Document filed or furnished prior to the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder Execution Date) (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. , (bii) The financial statements complied in all material respects with the applicable requirements of the Company included Exchange Act and the Securities Act, as applicable, (iii) in the SEC Documents comply case of the Parent Financial Statements, 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, have been (iv) in the case of the Parent Financial Statements, were prepared in accordance with United States generally accepted accounting principles GAAP consistently applied throughout the periods covered thereby (exceptexcept as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated and subject, in the notes theretocase of interim financial statements, to normal and recurring year-end audit adjustments and (v) and in the case of the Parent Financial Statements, fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the their respective consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Since January 1, 2023, Parent has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (cb) Except as There are no liabilities of Parent of any nature that would be required to be included in or reserved against on a consolidated balance sheet of Parent in accordance with GAAP except for (i) liabilities set forth in the SEC Documentsconsolidated balance sheet of Parent and its Subsidiaries as of December 31, and except for liabilities and obligations arising 2023 (including the notes thereto) included in the ordinary course of business consistent with past practice, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect.Parent Financial Statements,

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company Sealed Air has filed all forms, reports and documents required to be filed by it under the Exchange Act or the Securities Act since December 31, 1994. As of its filing date, each such SEC Document filed, and made available each SEC Document that will be filed by Sealed Air or its subsidiaries prior to Parent true and complete copies ofthe Effective Time, all required reportsas amended or supplemented, schedulesif applicable, forms, statements, exhibits and other documents filed with pursuant to the Exchange Act or the Securities and Exchange Commission Act ("SEC"A) since January 1, 1996 (the "SEC Documents"). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the SEC Documents complied or will comply in all material respects with the applicable requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), B) did not or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained will not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements . Each of the Company Sealed Air's consolidated balance sheets included in the or incorporated by reference into its SEC Documents comply fairly presents in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company it and its consolidated subsidiaries as of the dates thereof set forth therein, and each of the consolidated statements of earnings, cash flows and shareholders' equity included in or incorporated by reference into its SEC Documents (including any related notes and schedules) fairly presents in all material respects the consolidated results of their operations and operations, cash flows and shareholders' equity, as the case may be, of Sealed Air and its subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with US GAAP (applied on a consistent basis). (cii) Except as set forth disclosed in its SEC Documents filed with the SEC Documents, and except for liabilities and obligations arising in prior to the ordinary course of business consistent with past practicedate hereof, neither the Company Sealed Air nor any of its subsidiaries has any liabilities or obligations of any nature (kind whatsoever, whether or not accrued, absolute, contingent or otherwise), except for liabilities and obligations whichthat, individually or in the aggregate, have not had or would not are reasonably be expected likely to have a Material Adverse EffectEffect with respect to Sealed Air.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company Parent has filed, and made available delivered to Parent the Company, true and complete copies of, of all required reports, schedules, forms, statements, exhibits and other documents filed by Parent with the Securities and Exchange Commission ("SEC") SEC since January 1, 1996 2000 (the "Parent SEC Documents"). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (bii) The financial statements of the Company Parent included in the Parent SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") GAAP (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company Parent 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). (ciii) Except as set forth in the Parent SEC Documents, and except Documents or in Schedule 4.2(e) or for liabilities incurred in connection this Agreement and obligations arising in the ordinary course of business consistent with past practicetransactions contemplated hereby, neither the Company Parent nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or incurred in the aggregateordinary course of business consistent with past practice since June 30, have not had 2003 or would which could not reasonably be expected to have a Parent Material Adverse Effect. (iv) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since July 31, 2002, was accompanied by the certifications required to be filed or submitted by Parent's chief executive officer and chief financial officer pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (v) Since January 1, 2000, neither Parent nor, to Parent's knowledge, any director, officer, employee, auditor, accountant or representative of Parent has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its internal accounting controls, including any complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices, except for any complaint, allegation, assertion or claim as has been resolved without any resulting change to Parent's accounting or auditing practices, procedures, methodologies or methods of Parent or its internal accounting controls. No attorney representing Parent, whether or not employed by Parent, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to Parent or any committee thereof or to any director or officer of Parent. (vi) To the knowledge of Parent, no employee of Parent 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. Neither Parent nor any officer, employee, contractor, subcontractor or agent of Parent has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Seller Parent has filed, and made available to Parent true and complete copies offurnished or otherwise transmitted on a timely basis all forms, all required reports, schedules, forms, statements, exhibits certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the Securities and Exchange Commission (the "SEC") since January 1, 1996 2017 (all such forms, reports, statements, certificates and other documents filed since January 1, 2017 and prior to the date hereof, collectively, the "Company SEC Documents"). As of their respective datesfiling dates (or, and except if amended or superseded by a subsequent filing prior to the extent later modified in subsequent SEC Documentsdate hereof, as of the date of such amendment or superseding filing), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), or the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder, (the "Exchange Act, ") and the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder as the case may be, applicable in each case, as in effect on the date so filed or furnished. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to such SEC Documentsthe date hereof, and none as of the date of such amendment or superseding filing), the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted 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 misleadingmisleading in any material respect. (b) The financial statements Except as set forth on Section 3.5(b) of the Company included Disclosure Letter, Seller Parent is in the SEC Documents comply compliance in all material respects with the applicable accounting requirements current listing and the published corporate governance rules and regulations of The Nasdaq Stock Market LLC ("Nasdaq"). (c) The audited consolidated financial statements of Seller Parent (including any related notes thereto) included in Seller Parent's Annual Reports on Form 10-K filed with the SEC with respect theretosince January 1, 2018, including in each case a consolidated balance sheet, a consolidated statement of operations and comprehensive loss, a consolidated statement of stockholders' deficit and a consolidated statement of cash flows, and accompanying notes (the "Seller Financial Statements"), have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present in all material respects, as applicable, the consolidated financial position of the Company Seller Parent and its consolidated subsidiaries as of Subsidiaries at the respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended indicated. The consolidated balance sheets (subject, including the related notes) included in the Seller Financial Statements fairly present in all material respects the consolidated financial position of Seller Parent and its Subsidiaries as at the respective dates thereof, and the consolidated statements of operations and comprehensive loss, consolidated statements of stockholders' deficit and consolidated statements of cash flows (in each case including the related notes) included in such Seller Financial Statements present fairly in all material respects the consolidated results of operations and comprehensive loss, stockholders' deficit and cash flows of Seller Parent and its Subsidiaries for the respective periods indicated, except as otherwise noted therein. The unaudited statementsconsolidated financial statements of Seller Parent (including any related notes thereto) included in Seller Parent's Quarterly Reports on Form 10-Q filed with the SEC since January 1, 2018 (the "Seller Unaudited Financial Statements") 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 may be permitted by the SEC under the Exchange Act) and fairly present in all material respects the consolidated financial position of Seller Parent and its Subsidiaries as of the respective dates thereof and the results of their operations and cash flows for the periods indicated (subject to normal yearperiod-end audit adjustments). (cd) Except as set forth Since January 1, 2017, Seller Parent has established and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act, which are reasonably designed to ensure that information required to be disclosed by Seller Parent in its filings with the SEC Documents, is recorded and except reported on a timely basis to the individuals responsible for liabilities the preparation of Seller Parent's filings with the SEC under the Exchange Act. Seller Parent maintains internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and obligations arising the preparation of financial statements for external purposes in the ordinary course of business consistent accordance with past practice, neither the Company GAAP. (e) Neither Seller Parent nor any of its subsidiaries Subsidiaries has any liabilities Liabilities or obligations required by GAAP to be disclosed or reflected on or reserved against a consolidated balance sheet (or the notes thereto) of any nature (whether accrued, absolute, contingent or otherwise)Seller Parent and its Subsidiaries, except for liabilities Liabilities and obligations which(i) reflected or reserved against in Seller Parent's consolidated balance sheet as of December 31, 2017 (or the notes thereto) (the "Balance Sheet") included in the Company SEC Documents, (ii) incurred in the Ordinary Course of Business since the date of the Balance Sheet, (iii) which have been discharged or paid in full prior to the date of this Agreement, (iv) incurred pursuant to the transactions contemplated by this Agreement or (v) which would not, individually or in the aggregate, have not had or would not reasonably be expected to have be material to the Business (taken as a Material Adverse Effectwhole).

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company has filed, and made available to Parent true and complete copies of, all required reports, schedules, forms, statements, exhibits and other documents filed with the Securities and Exchange Commission ("SEC") since Since January 1, 1996 2023, the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all the SEC Documents required to be filed by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "SEC Documents"“Exchange Act”). As of their respective datesfiling dates (or, and except if amended prior to the extent later modified in subsequent SEC Documentsdate hereof, the date of the filing of such amendment, with respect to the disclosures that are amended), the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended, (and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement promulgated thereunder) applicable to the SEC Documents. As of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make their respective filing dates, the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles principles, consistently applied, during the periods involved (except“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements or (iii) as otherwise permitted by Form 10Regulation S-Q X and the other rules and regulations of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as set forth in the SEC Documents, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (ai) The Company has filed, and made available delivered to Parent Parent, true and complete copies of, of all required reports, schedules, forms, statements, exhibits and other documents filed by the Company with the Securities and Exchange Commission ("SEC") SEC since January 1, 1996 2000 (the "“SEC Documents"”). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "“Securities Act"”), or the Exchange Act, as the case may be, applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (bii) The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("“GAAP"”) (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiary 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). (ciii) Except as set forth in the SEC Documents, and except Documents or in Schedule 4.1(e) or for liabilities incurred in connection with this Agreement and obligations arising in the ordinary course of business consistent with past practicetransactions contemplated hereby, neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations whichincurred in the ordinary course of business consistent with past practice as reflected on the consolidated balance sheet of the Company dated as of June 30, individually 2003. (iv) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since July 31, 2002, was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (v) Since January 1, 2000, neither the Company nor any Subsidiary nor, to the Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Company or its Subsidiary has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or its Subsidiary has engaged in questionable accounting or auditing practices, except for any complaint, allegation, assertion or claim as has been resolved without any resulting change to the Company’s accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiary or their respective internal accounting controls. No attorney representing the Company or its Subsidiary, whether or not employed by the Company or its Subsidiary, 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 Company Board or any committee thereof or to any director or officer of the Company. (vi) To the Knowledge of the Company, no employee of the Company or its Subsidiary 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. Neither the Company nor its Subsidiary nor any officer, employee, contractor, subcontractor or agent of the Company or its Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the aggregate, have not had Company or would not reasonably be expected to have a Material Adverse Effectits Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Parent has filed, and made available to Parent the Company true and complete copies of, all required reports, schedules, forms, statements, exhibits and other documents required to be filed with the Securities and Exchange Commission ("SEC") SEC since January 1November 30, 1996 2000 (the "Parent SEC Documents"). As of their respective dates, and except to the extent later modified in subsequent SEC Documents, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No event has occurred since the filing of the most recent Parent SEC Document which would have a Material Adverse Effect on Parent or as the result of which the Parent will be required to file a report with the SEC. (b) The financial statements of the Company Parent included in the Parent SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable to the Parent with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved ("GAAP") (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company Parent 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). (c) Except as set forth in the Parent SEC Documents, and except for liabilities and obligations arising in the ordinary course of business consistent with past practice, neither the Company nor any of its subsidiaries Parent has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations which, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse EffectEffect on Parent.

SEC Documents; Financial Statements; No Undisclosed Liabilities. (a) The Company Star has filed, and made available timely filed or furnished to Parent true and complete copies of, the SEC all required reports, schedules, forms, statements, exhibits statements and other documents required to be filed with or furnished by it under the Securities Act or the Exchange Act since December 31, 2019, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and Exchange Commission ("SEC") since January 1together with all information incorporated by reference therein and schedules and exhibits thereto, 1996 (the "“Star SEC Documents"”). As of their respective dates, and except the Star SEC Documents at the time filed (or, if amended or superseded by a filing prior to the extent later modified in subsequent SEC Documentsdate of this Agreement, as of the SEC Documents date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933, as amendedand the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder (the "Securities Act"), or the Exchange Act, as the case may be, applicable to such Star SEC Documents, and none of the Star SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Star, none of the Star SEC Documents are as of the date of this Agreement the subject of ongoing SEC review and as of the date hereof, Star has not received any comments from the SEC with respect to any of the Star SEC Documents which remain unresolved, nor has it received any inquiry or information request from the SEC as of the date of this Agreement as to any matters affecting Star that have not been adequately addressed. (b) The financial statements of the Company Star included in the Star SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) ), have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved ("GAAP") (except as may be indicated disclosed in the notes thereto) and fairly present 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, or, in the case of unaudited statements, to normal yearas permitted by Rule 10-end audit adjustments)01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of Star and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (c) Except Star has established and maintains a system of internal control over financial reporting (as set forth defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. Star (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by Star in the 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 and is accumulated and communicated to Star’s management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed, based on its most recent evaluation of internal control over financial reporting, to Safe, Star’s outside auditors and the audit committee of the Board of Directors of Star (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Star’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 Star’s internal control over financial reporting. Since December 31, 2019, any material change in internal control over financial reporting required to be disclosed in any Star SEC DocumentsDocument has been so disclosed. (d) Since December 31, and except for 2019, neither Star nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Star or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2019, including any such complaint, allegation, assertion or claim that Star or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (e) There are no liabilities and or obligations arising of Star or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than: (i) liabilities or obligations reflected or reserved against in Star’s most recent balance sheet or in the notes thereto contained in the Star SEC Documents filed with the SEC prior to the date of this Agreement; (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice, neither since the Company nor any date of its subsidiaries has any such balance sheet; (iii) liabilities or obligations arising out of any nature this Agreement or the transactions contemplated hereby; and (whether accrued, absolute, contingent iv) liabilities or otherwise), except for liabilities obligations that have not and obligations whichwould not reasonably be expected to have, individually or in the aggregate, have not had or would not reasonably be expected to have a Star Material Adverse Effect. (f) Neither Star nor any Subsidiary of Star is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between Star or any Subsidiary of Star, on the one hand, and any unconsolidated Affiliate of Star or any Subsidiary of Star, 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 of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Star or any Subsidiary of Star or any of their financial statements.