Common use of SEC Documents; Financial Statements Clause in Contracts

SEC Documents; Financial Statements. As of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As Target has furnished or made available to Acquiror a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 19341933, as amended (the “1934 "Securities Act”) ")), definitive proxy statement and other filing filed with the SEC by Target since November 1, 1995, and, prior to the Effective Time, Target will have furnished Acquiror with true and complete copies of any additional documents filed with the SEC by Target prior to the Effective Time (collectively, the "Target SEC Documents"). In addition, Target has made available to Acquiror all of exhibits to the foregoing Target SEC Documents filed prior to the date hereof, including without limitation, Current Reports on Form 8-K and will promptly make available to Acquiror all exhibits to any additional Target SEC Documents filed by prior to the Company with the SEC whether Effective Time. All documents required to be filed or not (but excluding Item 7.01 thereunder)as exhibits to the Target SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and appendices included therein (other than Exhibits 99.1 effect, except those which have expired in accordance with their terms, and Target is not in default thereunder, except where any such default has not resulted in and is not expected to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available result in any Material Adverse Effect on the XXXXX systemTarget. As of their respective filing dates, the Target SEC Documents complied in all material respects with the requirements of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsSecurities Act, and none of the Target SEC Documents, at the time they were filed with 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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Target SEC Document. As The financial statements of Target, including the notes thereto, included in the Target SEC Documents (the "Target Financial Statements") were complete and correct in all material respects as of their respective dates, the financial statements of the Company included in the SEC Documents 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 as in effect as of the time of filing. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during applied on a basis consistent throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Target Financial Statements fairly present in all material respects the financial position condition and operating results of the Company as of Target at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments which will not be material, either individually or adjustments) in the aggregate)all material respects. No other information provided by or on behalf of the Company to the Holder which is not included There has been no material change in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.Target

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Holder Buyers which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives trueTrue, correct and complete copies of each of the SEC Documents not have been made available on to the Investors through the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As Since June 7, 2024, the date on which the Company became subject to the reporting requirements of the date hereof1934 Act, the Company has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports hereof and the Company’s registration statement on Form 8-K S-1 filed by under the Company 1933 Act with the SEC whether required to be filed or not on July 30, 2024 (but excluding Item 7.01 thereunder), File No. 333-278997) and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act or 1933 Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Holder Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As Since its formation, Parent has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the Company Parent has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of Parent or the Company to the Holder Buyers which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to Section 2(d) of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made. The Company is , not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsmisleading.

SEC Documents; Financial Statements. As of the date hereofClosing, GKIS has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Company has met all of its filing SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents substantially complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company GKIS included in the SEC Documents substantially complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in substantial accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company GKIS as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company GKIS to the Holder Sellers which is not included in the SEC Documents (Documents, including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance circumstances under which they are or were made, not misleading. The Neither the Company is not currently contemplating to amend or restate nor any of its officers, directors, employees or agents has provided the financial statements (includingSellers with any material, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsnon-public information.

SEC Documents; Financial Statements. As of the date hereofExcept as disclosed in Schedule 3(f), since December 31, 2014, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (except as they may have been properly 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. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of EXXXX, to the Company’s knowledge, the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of its Subsidiaries are not presently the financial statements (includingsubject of any inquiry, without limitation, any notes investigation or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of action by the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of Purchaser has filed all reports required to be filed by it under the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, during the two (all of the foregoing filed 2) years prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by hereof (the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein foregoing materials being hereinafter collectively referred to herein as the “SEC DocumentsReports”). Upon request by the Holder, the Company has delivered ) on a timely basis or has made available timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the Holder or its representatives true, correct and complete copies expiration of each of the SEC Documents not available on the XXXXX systemany such extension. As of their respective dates, the SEC Documents Reports complied in all material respects with the requirements of the 1934 Exchange Act and contained the financial statements and other information for the periods required by the Exchange Act and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC DocumentsReports, at the time they were filed with the SECwhen 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company Purchaser included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements Reports have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied, applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Purchaser as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsadjustments.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 1997, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”") (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the The Company has delivered or has made available to the Holder each Buyer or its representatives true, correct representative true and complete copies of each of the SEC Documents not and agrees to deliver or make available on the XXXXX systemto each Buyer or its representatives true and complete copies of any additional SEC Documents, upon request. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the The Company has met ------------------------------------ filed all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934reports, as amended (the “1934 Act”) (all of the foregoing filed prior schedules, forms, statements and other documents required to the date hereof, including without limitation, Current Reports on Form 8-K be filed by the Company with the SEC whether required to be filed or not since January 1, 1998 (but excluding Item 7.01 thereunderthe "Company SEC ----------- Documents"), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their its respective datesdate, the each Company SEC Documents Document complied in --------- all material respects with the requirements of the 1934 Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, -------------- and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC DocumentsDocument, and none of the SEC Documents, at the time they were filed with the SEC, 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 the light of the circumstances under which they were made, not misleading. As The consolidated balance sheets as of their respective datesJanuary 2, 1999, January 3, 1998, and December 28, 1997, and the financial related consolidated statements of income, stockholders' equity and cash flows for each of the three fiscal years in the period ended January 2, 1999 (including the related notes and schedules thereto) of the Company contained in the Forms 10-K for the fiscal years ended January 2, 1999, January 3, 1998, and December 28, 1997 included in the Company SEC Documents complied present fairly in all material respects with applicable accounting requirements the consolidated financial position and the published rules consolidated results of operations and regulations cash flows of the SEC with respect thereto as in effect Company and its consolidated subsidiaries as of the time dates or for the periods presented therein in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ---- during the periods involved except as otherwise noted therein, including the related notes. The consolidated balance sheets and the related statements of filing. Such financial statements income and cash flows (including in each case the related notes thereto) of the Company contained in the Forms 10-Q that are Company SEC Documents have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X, which do not require all the information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles (“GAAP”)principles. The Forms 10-Q that are Company SEC Documents reflect all adjustments, consistently appliedwhich include only normal recurring adjustments, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, necessary to the extent they may exclude footnotes or may be condensed or summary statements) and present fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the position, results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were madefor all periods presented. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants None of the Company with respect theretoSubsidiaries is, or has at any time since January 1, 1998 been, subject to the reporting requirements of Sections 13(a) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any and 15(d) of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsExchange Act.

SEC Documents; Financial Statements. As of the date hereofExcept as set forth on Schedule 5.36, the Acquiror Company has met filed all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or not 15(d) thereof, (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein the foregoing materials being hereinafter collectively referred to herein as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SECwhen 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 the light of the circumstances under which they were made, not misleading. As All Acquiror Company Contracts to which the Acquiror Company is a party or to which the property or assets of their respective dates, the Acquiror Company are subject have been appropriately filed as exhibits to the SEC Documents as and to the extent required under the Exchange Act. The financial statements of the Acquiror Company included in the SEC Documents complied (“Financial Statements”) comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of at the time of filing. Such financial statements have been , were prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) or, in the case of unaudited interim statementsstatements as permitted by Form 10-Q or Form 10-QSB, to as the extent they case may exclude footnotes or may be condensed or summary statements) be, of the Commission), and fairly present in all material respects (subject in the case of unaudited statements, to normal, recurring audit adjustments) the financial position of the Acquiror Company as of at the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate)ended. No other information provided by or on behalf The books and records of the Acquiror Company to the Holder which is not included are true, accurate and complete in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a all material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsrespects.

SEC Documents; Financial Statements. As of the date hereof, the The Company has met filed all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934required reports, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereofschedules, including without limitationforms, Current Reports on Form 8-K filed by the Company statements and other documents with the SEC whether required to be filed or not since February 5, 1997 (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act of 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 the such SEC Documents, and none of the SEC Documents, Documents at the time they were filed with the SEC, 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. As Except to the extent that information contained in any SEC Document has been revised or superseded by a 20 later-filed SEC Document, none of their respective datesthe SEC Documents contains any untrue statement of a material fact or omits to state any 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. The financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“"GAAP”)") (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects presented the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as set forth in the Filed SEC Documents neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of would have a material fact or omits to state any material fact necessary in order to make adverse effect on the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsCompany.

SEC Documents; Financial Statements. As Except with respect to (A) the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, which was not timely filed, (B) the Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, which has not been filed with the SEC as of the date of this Agreement, and (C) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, which may not be filed by the Closing, during the two (2) years prior to the date hereof, the Company Partnership has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed during the two-year period prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company The Partnership has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act or 1934 Act Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company Partnership included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in all material respects in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Partnership as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No The reserves, if any, established by the Partnership or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Partnership on the date hereof and there are no loss contingencies that are required to be accrued by Accounting Standards Codification 450-20, Loss Contingencies, which are not provided for by the Partnership in its financial statements or otherwise. The other information provided by or on behalf of the Company Partnership to any of the Holder Buyers, as a whole, which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement) contains does not contain any untrue statement of a material fact or omits omit to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company Partnership is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company Partnership with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company Partnership currently aware of facts or circumstances which would require the Company Partnership to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company Partnership has not been informed by its independent accountants that they recommend that the Company Partnership amend or restate any of the Financial Statements or that there is any need for the Company Partnership to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 2004, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As The Common Stock of Oban is registered pursuant to Section 12(g) of the date hereof, Exchange Act. Ikona has had the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior opportunity to the date hereof, including without limitation, Current Reports obtain on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct Ikona's behalf true and complete copies of each of the SEC Documents (except for exhibits and incorporated documents). Oban has not available on provided to Ikona any information which, according to applicable law, rule or regulation, should have been disclosed publicly by Oban but which has not been so disclosed, other than with respect to the XXXXX systemtransactions contemplated by this Agreement. As of their respective dates, all of Oban's reports, statements and other filings with the Commission (the "SEC Documents Documents") complied in all material respects with the requirements of the 1934 Act or the Exchange Act as the case may be and the rules and regulations of the SEC Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company Oban included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission or other applicable rules and regulations with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofEffective Time, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Holder Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As Parent has made available ----------------------------------- (including via XXXXX) to Company each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the date hereofSecurities Act), the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(ddefinitive proxy statement, and other filings (including exhibits, supplements and schedules thereto) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not by Parent since December 31, 1996, (but excluding Item 7.01 thereunder)collectively, and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"Parent SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsSecurities Act, and none of the Parent SEC Documents, at the time they were filed with 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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. As The financial statements of Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial Statements") were complete and correct in all material respects as of their respective datesdates (except to the extent corrected by a subsequently filed Parent SEC Document), the financial statements of the Company included in the SEC Documents 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 as in effect as of the time of filing. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during applied on a basis consistent throughout the periods involved indicated (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Parent Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Parent and its Subsidiaries at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 2000, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder Buyers which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to Section 2(d) of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of made and, taken together with the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included information set forth in the SEC Documents (the “Financial Statements”)Documents, nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsmisleading.

SEC Documents; Financial Statements. As of the date hereof, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the The Company has delivered or has made available to the Holder Investor or its representatives truerepresentatives, correct or they have had access through XXXXX to, true and complete copies of each of the SEC Documents not available on the XXXXX systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the {00006735 } requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles principles, by a firm that is a member of the Public Companies Accounting Oversight Board (“GAAP”), "PCAOB") consistently applied, during the periods involved (except (iI) as may be otherwise indicated in such financial statements or the notes thereto, or (iiII) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other written information provided by or on behalf of the Company to the Holder Investor which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to Section 4(D) of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made, not misleading. The Neither the Company is not currently contemplating to amend or restate nor any of the financial statements (including, without limitation, any notes its Subsidiaries or any letter of their officers, directors, employees or agents have provided the independent accountants of Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company with respect thereto) included in the SEC Documents (the “Financial Statements”)or its Subsidiaries or any of their officers, nor is directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company currently aware of facts or circumstances which would require the Company prior to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementssuch Closing Date.

SEC Documents; Financial Statements. As (1) The Acquiror's Annual Reports on Form 10-K for the fiscal years ended December 31, 1995, 1996 and 1997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by the Acquiror subsequent to December 31, 1997 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "Acquiror's SEC Documents") with the SEC, as of the date hereoffiled, (A) complied or will comply in all material respects as to form with the Company has met all of its filing applicable requirements of periodic reports under Section 13 the Securities Act or Section 15(d) of Securities the Exchange Act of 1934Act, as the case may be, and (B) did not (or if amended (the “1934 Act”) (all of the foregoing filed or superseded by a filing prior to the date hereofof this Agreement, including without limitation, Current Reports on Form 8-K filed by then as of the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-Kdate of such filing) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents will not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained 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. As ; and each of their respective datesthe balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of the Acquiror and its Subsidiaries as of its date, and each of the statements of the Company included income and changes in the shareholders' equity and cash flows or equivalent statements in such SEC Documents complied (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in all material respects with applicable accounting requirements shareholders' equity and changes in cash flows, as the published rules and regulations case may be, of the SEC with respect thereto as Acquiror and its Subsidiaries for the periods to which they relate, in effect as of the time of filing. Such financial statements have been prepared each case in accordance with generally accepted accounting principles (“GAAP”), consistently applied, applied during the periods involved (involved, except (i) in each case as may be otherwise indicated in such financial statements or the notes theretonoted therein, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, subject to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf case of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsunaudited statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met all of timely filed its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder Buyers which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to this Section 4.8 of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made. The Company is , not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsmisleading.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met all of timely filed its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyer or its respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As Except as otherwise publicly disclosed in its SEC Documents and in Schedule 4.8 attached hereto, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As Except as otherwise publicly disclosed in its SEC Documents and in Schedule 4.8, as of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder Buyer which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to this Section 4.8 of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made. The Company is , not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsmisleading.

SEC Documents; Financial Statements. As of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or Parent has made available to ----------------------------------- Company, in the Holder or its representatives true, correct and complete copies of each of form filed with the SEC Documents not available on (including via XXXXX and XXXXX XX), the XXXXX systemParent SEC Documents. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsSecurities Act, and none of the Parent SEC Documents, at the time they were filed with 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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. As The financial statements of Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial Statements") were complete and correct in all material respects as of their respective dates, the financial statements of the Company included in the SEC Documents 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 as in effect as of the time of filing. Such financial statements their respective dates, and have been prepared in all material respects in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during GAAP applied on a basis consistent throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, to as permitted by Form 10-Q or Form 8-K of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Parent Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Parent and its subsidiaries at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As Each complete or partial statement, report, prospectus and other document filed by Celtrix under the Securities Act of 1933, as amended ("Securities Act") and the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”) (all "), is a true and complete copy of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K or excerpt from such document as filed by the Company Celtrix with the SEC whether ("SEC Documents"). Celtrix has filed all the documents that Celtrix was required to be filed file with the SEC under Sections 13 or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K14(a) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available Exchange Act since the date on the XXXXX systemwhich its Registration Statement filed in connection with its initial public offering of securities was declared effective. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and or the rules and regulations Securities Act, as applicable. None of the SEC promulgated thereunder applicable to the SEC Documents, and none Documents as of the SEC Documents, at the time they were filed with the SEC, their respective dates 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 made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company Celtrix included in the SEC Documents complied ("Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto thereto. Except as may be indicated in effect the notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the time of filing. Such financial statements SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) applied and fairly present in all material respects the consolidated financial position of the Company as of Celtrix and any subsidiaries at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be materialnormal, either individually or in the aggregaterecurring adjustments). No other information provided by To the knowledge of Celtrix, no holder of any securities of Celtrix has any bona fide claim against Celtrix pursuant to any federal or on behalf state law, including, but not limited to Section 10(b)(5) of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsExchange Act.

SEC Documents; Financial Statements. As of Since becoming ------------------------------------ registered under the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended 1934 (the “1934 "Exchange Act”") on April 29, 1997, Seller has filed all reports, schedules, forms, statements, exhibits and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereofforegoing, including without limitationtogether with Registration Statement No. 333-21647, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder)as amended, and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the “"SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the 1934 Securities Act of 1933 (the "Securities Act") and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the such SEC Documents, and and, as of their respective dates, none of the SEC Documents, at the time they were filed Documents taken as a whole (when read together with the SEC, all exhibits included therein and financial statement schedules thereto and documents (other than exhibits) incorporated by reference therein) 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. As of their respective dates, the financial statements of the Company Seller included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Seller as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustment). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met filed all of its filing reports, schedules, forms, proxy statements, information statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities the Exchange Act of 1934Act, as amended (the “1934 Act”) excluding due dates (all of the foregoing filed prior to the date hereofhereof including, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), ) and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Purchasers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX systemEXXXX system (if any). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order orde r to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in provided to the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements Purchasers have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated specified in such financial statements or the notes theretothereto and except that unaudited financial statements may not contain all footnotes required by GAAP, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in accordance with GAAP in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in and footnotes. Schedule 3.1(h) lists all material year-end audit adjustments made to the aggregate). No other information provided by or on behalf financial statements of the Company provided to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsPurchasers.

SEC Documents; Financial Statements. As Target has made available to Acquiror a true and complete copy of each material statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the date hereofSecurities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act")), definitive proxy statement and other filings with the SEC by Target since August 12, 1994, and, prior to the Effective Time, Target will have made available to Acquiror true and complete copies of any additional documents filed with the SEC by Target prior to the Effective Time (collectively, the Company "Target SEC Documents"). In addition, Target has met made available to Acquiror all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (material exhibits to the “1934 Act”) (all of the foregoing Target SEC Documents filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made will promptly make available to Acquiror all material exhibits to any additional Target SEC Documents filed prior to the Holder or its representatives trueEffective Time. Except as set forth on Schedule 2.4, correct and complete copies of Target has filed each of the Target SEC Documents not available on the XXXXX systema timely basis. As Except as set forth on Schedule 2.4, as of their respective filing dates, the Target SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), each as in effect on the date so filed. None of the Target SEC promulgated thereunder applicable to the SEC DocumentsDocuments (including, and none of the SEC Documentsbut not limited to, at the time they were any financial statements or schedules included or incorporated by reference therein) contained when filed with the SEC, contained any untrue statement of a material fact or omitted or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Each of the financial statements of Target, including the notes and schedules thereto, included in the Target SEC Documents, and the audited consolidated balance sheet of Target and its Subsidiaries dated as of March 28, 1999 (the "Target Balance Sheet") and the related audited consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal year of Target then ended, in each case together with all related notes and schedules thereto, and the accompanying audit report thereon of Ernst & Young, LLP (collectively, the "Target Financial Statements") were complete and correct in all material respects as of their respective dates, the financial statements of the Company included in the SEC Documents 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 as in effect as of the time of filing. Such financial statements have been their respective dates, and were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied, during applied on a basis consistent throughout the periods involved indicated and consistent with each other ("GAAP") (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q promulgated by the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Target Financial Statements fairly present the consolidated financial condition, operating results, cash flows and changes in all material respects the financial position shareholders' equity of the Company as of Target and its Subsidiaries at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments which will that were not be materialmaterial in amount). There has been no change in Target accounting policies since March 29, either individually 1998, except as required by GAAP or described in the aggregate)notes to the Target Financial Statements. No financial statements of any person other information provided than the Subsidiaries are required by or on behalf of the Company GAAP to the Holder which is not be included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the consolidated financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsTarget.

SEC Documents; Financial Statements. As of the date hereof, the The Company has met filed all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934required reports, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereofschedules, including without limitationforms, Current Reports on Form 8-K filed by the Company statements and other documents with the SEC whether required to be filed or not since July 1, 1996 (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act of 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 the such SEC Documents, and none of the SEC Documents, Documents at the time they were filed with the SEC, 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. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (“"GAAP”)") (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects presented the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes). Except as set forth in the Filed SEC Documents (as defined in Section 4.07) or as incurred in the ordinary course of business since the date of the most recent financial statements included in the Filed SEC Documents, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which will not would be materialrequired under GAAP to be set forth on a consolidated balance sheet of the Company and its subsidiaries taken as a whole and which, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of would have a material fact or omits to state any material fact necessary in order to make adverse effect on the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsCompany.

SEC Documents; Financial Statements. As of Except as disclosed in the date hereofForm 8-K and except for the need to file an interim Annual Report on Form 10-K for the period ended February 28, 2005, if required, since January 1, 2004, the Company has met timely filed (within applicable extension periods) all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to herein as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder or its representatives true, correct each Purchaser true and complete copies of each of the SEC Documents not available on the XXXXX systemDocuments. As of their respective dates, except as disclosed in the Form 8-K, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. Except as disclosed in the Form 8-K, none of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings made prior to the date hereof). As of their respective dates, except as disclosed in the Form 8-K, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) 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 its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal immaterial year-end audit adjustments adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents filed prior to the date hereof, the Company has no liabilities, contingent or otherwise, required to be disclosed in financial statements prepared in accordance with GAAP, other than liabilities incurred in the ordinary course of business subsequent to the date of such financial statements, which will not be materialliabilities and obligations, either individually or in the aggregate). No other information provided by , are not material to the financial condition or on behalf operating results of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsCompany.

SEC Documents; Financial Statements. As of the date hereof, the The Company has met filed ----------------------------------- all of its filing requirements of periodic forms, reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether and documents required to be filed or not by it with the Securities and Exchange Commission (but excluding Item 7.01 thereunder)"SEC") since June 17, and all exhibits and appendices included therein 1994 through the date of this Agreement (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holdercollectively, the "Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX systemReports"). As of their respective dates, the SEC Documents Company Reports (i) complied in all material respects with the applicable requirements of the 1934 Act Securities Act, the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained (ii) 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 made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, The Company Disclosure Letter includes the unaudited financial statements of the Company and its Subsidiaries on a consolidated basis for the year ended December 31, 1997, including a balance sheet as of such date and statements of income and cash flows for such period (the "Company 1997 Financial Statements"). Each of the consolidated balance sheets of the Company included in or incorporated by reference into the SEC Documents complied in all material respects with applicable accounting requirements Company Reports (including the related notes and schedules therein) and the published rules and regulations of Company 1997 Financial Statements fairly presents the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the dates thereof consolidated statements of income and cash flows of the Company included in or incorporated by reference into the Company Reports (including the related notes and schedules therein) and the Company 1997 Financial Statements fairly presents the results of operations or cash flows, as the case may be, of the Company and its operations and cash flows Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which will would not be material, either individually material in amount or in the aggregateeffect). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each casecase in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, in order for any of the Financials Statements to except as may be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsnoted therein.

SEC Documents; Financial Statements. As of the date hereofSince January 1, 1998, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”ACT") (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”DOCUMENTS"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (except as they may have been correctly 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As The Common Stock of CET is registered pursuant to Section 12(g) of the date hereof, Exchange Act. BMTS has had the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior opportunity to the date hereof, including without limitation, Current Reports obtain on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct BMTS's behalf true and complete copies of each of the SEC Documents (except for exhibits and incorporated documents). CET has not available on provided to BMTS any information which, according to applicable law, rule or regulation, should have been disclosed publicly by CET but which has not been so disclosed, other than with respect to the XXXXX systemtransactions contemplated by this Agreement. As of their respective dates, all of CET's reports, statements and other filings with the Commission (the "SEC Documents Documents") complied in all material respects with the requirements of the 1934 Act or the Exchange Act as the case may be and the rules and regulations of the SEC Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company CET included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission or other applicable rules and regulations with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company CET as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As Except as set forth on Schedule 3(k) attached hereto, during the two (2) years prior to the date hereof or such shorter period as the Company has been required to file reports with the SEC pursuant to the requirements of the date hereof1934 Act, the Company has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Holder Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of Except as disclosed in the SEC Documents, during the two (2) years prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities the Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”); reports filed in compliance with the time periods specified in Rule 12b-25 promulgated under the Exchange Act shall be considered timely for this purpose. Upon request by the HolderWhen requested, the Company has delivered or has made available to the Holder Purchaser or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECCommission, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on behalf the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact its financial statements or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were madeotherwise. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Financial Statements to be in compliance with GAAP and the rules and regulations of the SECCommission. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met timely filed all of its filing periodic reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act, provided that the Company has filed all current reports required to be filed by it with the SEC during the two (2) years prior to the date hereof, but that some of such periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) were not filed on a timely basis (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Holder Buyers which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “"1934 Act”") (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the The Company (i) has - delivered or has made available to the Holder each Investor or its representatives true, correct representative true and complete copies of each of the SEC Documents not to the extent that each Investor or its representative has requested any such SEC Documents from the Company and (ii) agrees to deliver or make available on the XXXXX systemto each Investor or its -- representative true and complete copies of any additional SEC Documents, upon request. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”)principles, consistently applied, applied during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder each Investor which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to Section 3.5 of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance circumstances under which they are or were made. The Company is , not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsmisleading.

SEC Documents; Financial Statements. As of the date hereof, the The Company has met filed all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether Documents required to be filed or not by it since January 1, 1996 (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"Company's SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, (i) the Company's SEC Documents complied in all material respects with the requirements of the 1934 Act Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, and (ii) none of the Company's SEC Documents, Documents contained at the time they were filed with the SEC, contained of their filing 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. As of their respective dates, the The financial statements of the Company included in the Company's SEC Documents Documents, as of the dates of such SEC Documents, are true and complete and complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles as in effect at such time (“"GAAP”), consistently applied, ") in the United States applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects presented the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or Except as set forth on behalf Schedule 3.5 of the Company Disclosure Schedule and except as set forth in the Company's SEC Documents filed and publicly available prior to the Holder which is not date of this Agreement, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the Company's SEC Documents (including, without limitation, information in filed and publicly available prior to the disclosure schedules to date of this Agreement) contains , neither the Company nor any untrue statement of a material fact or omits to state its Subsidiaries has any material fact necessary in order to make the statements therein not misleadingliabilities or obligations of any nature (whether accrued, in the light of the circumstance under which they are absolute, contingent or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”otherwise), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Exchange Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of Except as set forth in the date hereofletter attached hereto as Exhibit B, for the past twelve (12) months, the Company Investor has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the ISA pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) applicable law (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC ISA Documents”). Upon request by the Holder, The Investor has delivered to the Company has delivered or has made available to the Holder or its their respective representatives true, correct and complete copies of each of the SEC ISA Documents not available on MAGNA that have been requested by the XXXXX systemCompany. As of their respective dates, the SEC ISA Documents complied as to form in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentslaw, and none of the SEC ISA Documents, at the time they were filed with the SECISA, 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. As Except as set forth in the letter attached hereto as Exhibit F, as of their respective dates, the financial statements of the Company Investor included in the SEC ISA Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC ISA with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Investor as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not adjustments). The Investor has no liabilities or obligations required to be material, either individually or disclosed in the aggregate). No ISA Documents that are not so disclosed in the ISA Documents, other information provided by or on behalf than those incurred in the ordinary course of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsInvestor’s business.

SEC Documents; Financial Statements. As The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the The Company to the Holder which is not included in has timely filed all periodic reports with the SEC Documents and with the American Stock Exchange (including, without limitation, information in the disclosure schedules "AMEX") and has complied with all applicable listing requirements necessary to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make maintain its qualification and eligibility on the statements therein not misleading, in the light of the circumstance under which they are or were madeAMEX. The Company is not currently contemplating eligible to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included use Form S-3 in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementstransactions involving secondary offerings.

SEC Documents; Financial Statements. As of Except as set forth on Schedule 3(k), during the two (2) years prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by hereof or prior to the Company with date of the SEC whether required to be filed or not (but excluding Item 7.01 thereunder)Closing, and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”)") on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective datesExcept as set forth in Schedule 3(k), the SEC Documents complied as amended to date, comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECas amended to date, contained 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. As of their respective datesExcept as set forth on Schedule 3(k), as amended or restated to date, the financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements statements, as included in the SEC Documents as amended to date, have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (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 specified on Schedule 3(k)) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder Buyers regarding the Company, its Subsidiaries, or their respective businesses which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to Section 2(d) of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made. The Company is , not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsmisleading.

SEC Documents; Financial Statements. As of the date hereofExcept as disclosed in Schedule 3(f), since December 31, 2017, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (except as they may have been properly 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. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)International Financial Reporting Standards as issued by the International Accounting Standards Board, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of XXXXX, to the Company’s knowledge, the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of its Subsidiaries are not on the financial statements (includingdate hereof the subject of any inquiry, without limitation, any notes investigation or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of action by the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As Each of the date hereofCompany's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, the Company's Notice of Annual Meeting of Stockholders and Proxy Statement dated April 29, 2005, and the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and all other documents, if any, filed or furnished by the Company has met all of its filing since January 20, 2005 pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”) (all of ;" collectively, the foregoing filed prior above documents shall be referred to hereinafter as the date hereof"SEC Documents"), including without limitation, Current Reports on Form 8-K as filed by the Company with the SEC whether required to be filed Securities and Exchange Commission (the "SEC") or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied conforms in all material respects with to the requirements of the 1934 Act Exchange Act, as applicable, and the rules rules, regulations and regulations instructions of the SEC promulgated thereunder applicable to the SEC Documents, and none thereunder. Each of the SEC Documents, at the time they were filed with the SECas of its respective date, contained any contains no untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto thereto. Except as may be indicated in effect as of the time of filing. Such financial statements notes to the Financial Statements, the Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) applied and fairly present in all material respects the consolidated financial position and operating results of the Company and its subsidiaries as of the dates thereof dates, and the results of its operations and cash flows for the periods then ended (subjectperiods, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsindicated therein.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met filed all of its filing reports, schedules, forms, proxy statements, information statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities the Exchange Act of 1934Act, as amended (the “1934 Act”) excluding due dates (all of the foregoing filed prior to the date hereofhereof including, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), ) and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Purchasers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX systemsystem (if any). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the The financial statements of the Company included in provided to the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements Purchasers have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated specified in such financial statements or the notes theretothereto and except that unaudited financial statements may not contain all footnotes required by GAAP, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in accordance with GAAP in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in and footnotes. Schedule 3.1(h) lists all material year-end audit adjustments made to the aggregate). No other information provided by or on behalf financial statements of the Company provided to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsPurchasers.

SEC Documents; Financial Statements. As of the date hereof, the The Company ----------------------------------- has met filed all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether Documents required to be filed or not by it since November 1, 1995 (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"Company's SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, (i) the Company's SEC Documents complied in all material respects with the requirements of the 1934 Act Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, and (ii) none of the Company's SEC Documents, Documents contained at the time they were filed with the SEC, contained of their filing 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. As of their respective dates, the The financial statements of the Company included in the Company's SEC Documents Documents, as of the dates of such SEC Documents, were true and complete and complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (“"GAAP”), consistently applied, ") in the United States applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects presented the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or Except as set forth on behalf Schedule 3.5 of the Company Disclosure Schedule and except as set forth in the Company's SEC Documents filed and publicly available prior to the Holder which is not date of this Agreement, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the Company's SEC Documents (including, without limitation, information in filed and publicly available prior to the disclosure schedules to date of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make , neither the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate nor any of the financial statements its Subsidiaries has any liabilities or obligations of any nature (includingwhether accrued, without limitationabsolute, any notes contingent or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”otherwise), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As The Company has delivered to each Buyer a copy of its draft Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "1997 FORM 10-K") dated March 26, 1998. The Company shall file the 1997 Form 10-K with the SEC no later than March 31, 1998. Other than additional disclosures relating to the transactions contemplated by this Agreement, the draft of the date hereof1997 Form 10-K provided to the Buyers is a true, complete and final copy (other than minor editorial changes) of the 1997 Form 10-K to be filed with the Company with the SEC. Since July 30, 1996, the Company has met timely filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities the Exchange Act of 1934, as amended (the “"1934 Act”ACT") (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on together with the 1997 Form 810-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”DOCUMENTS"). Upon request by the HolderExcept as disclosed in SCHEDULE 3(f), the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As as of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) 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 its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 1997 and (ii) liabilities in the ordinary course of business and not required under generally accepted accounting principles to be materialreflected in such financial statements, either which, individually or in the aggregate). No other information provided by , are not material to the financial condition or on behalf operating results of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsCompany.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 1999, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act act of 1934, as amended (the “"1934 Act”) "), (all of the foregoing filed after December 31, 1999 and prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none . None of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently appliedapplied ("GAAP"), during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) ), show all material liabilities, absolute or contingent, of the Company required to be required to be recorded thereon, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended indicated (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf As of the date hereof, the Company to meets the Holder which is not included in requirements for the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement use of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light Form S-3 for registration of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any resale of the financial statements (including, without limitation, any notes or any letter Common Stock issuable upon exercise of the independent accountants Preferred Warrants and upon conversion of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsSeries D Preferred Stock.

SEC Documents; Financial Statements. As The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”) (all of the foregoing filed prior to the date hereofforegoing, including without limitation, Current Reports on Form 8-K and all other documents and registration statements heretofore filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none None of the SEC Documents, at the time they were filed with the SECSEC (except those SEC Documents that were subsequently 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. As of their respective dates, the financial statements of the Company included (or incorporated by reference) in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable roles and regulations with respect thereto as in effect as of the time of filing(except those SEC Documents that were subsequently amended). Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto, or (iib) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf As of the date hereof, the Company has, on a timely basis, made all filings required to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of be made by the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of The Company is, and has been during the date hereof12-month period immediately preceding the Execution Date, required to file reports, schedules, forms, statements and other documents with the Company has met all of its filing requirements of periodic reports under SEC pursuant to Section 13 or Section 15(d) of Securities the Exchange Act of 1934Act. The Company has filed all reports, as amended (the “1934 Act”) (all of the foregoing filed prior schedules, forms, statements and other documents required to the date hereof, including without limitation, Current Reports on Form 8-K be filed by the Company with the SEC whether required under the Exchange Act, including pursuant to be filed Section 13(a) or not (but excluding Item 7.01 thereunder)15(d) thereof, and all under the Securities Act, in each case during the 12-month period immediately preceding the Execution Date (the foregoing materials, including the exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein together with each Prospectus and the current report on Form 8-K reporting, among other things, this Agreement under Item 1.01 filed with the SEC on the Effective Date, being hereinafter collectively referred to herein as the “SEC Documents”). Upon request by the Holder, the Company has delivered ) on a timely basis or has made available received a valid extension of such time of filing and has filed any such SEC Documents prior to the Holder or its representatives true, correct and complete copies expiration of each of the SEC Documents not available on the XXXXX systemany such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsExchange Act, and none as applicable. None of the SEC Documents, at the time they were filed with the SECwhen 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated specified in such financial statements or the notes theretothereto and except that unaudited financial statements may not contain all footnotes required by GAAP, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments which will not be material, either individually or in the aggregate)adjustments. No other information provided by or on behalf of the Company to the Holder which is not included Except as set forth in the SEC Documents (includingDocuments, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact Company has received no notices or omits to state any material fact necessary in order to make correspondence from the statements therein not misleading, in SEC for the light of one year preceding the circumstance under which they are or were madeExecution Date. The SEC has not commenced any enforcement proceedings against the Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsSubsidiaries.

SEC Documents; Financial Statements. As of Except as set forth on Schedule 3(k), during the two (2) years prior to the date hereof, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by Except for those portions of exhibits to documents filed with the HolderCommission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such All such financial statements filed with the Commission have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofExcept as disclosed in Schedule 3(f), since December 31, 2013, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (except as they may have been properly 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. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of EXXXX, to the Company’s knowledge, the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of its Subsidiaries are not presently the financial statements (includingsubject of any inquiry, without limitation, any notes investigation or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of action by the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item Items 2.02 and 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made, not misleading. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and and, except with respect to the restatement of the financials disclosed by the Company in the Current Report on Form 8-K filed by the Company with the SEC on October 19, 2011 (the “Restatement 8-K”), none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, except as disclosed in the Restatement 8-K, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such Except as disclosed in the Restatement 8-K, such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Holder Buyers which is not included in the SEC Documents (including, without limitation, information referred to in the disclosure schedules to Section 2(e) of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As Parent has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company Parent included in the SEC Documents Documents, as amended, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met timely filed all of its filing requirements of periodic reports under Section 13 or Section 15(d) of reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the U.S. Securities and Exchange Act of 1934, as amended Commission (the “1934 ActSEC”) pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and or the rules and regulations of the SEC promulgated thereunder Securities Act, as applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Holder Buyers which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofSeller has received each statement, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(dreport, registration statement, definitive proxy statement, and other filings (including exhibits, supplements and schedules thereto) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not by Buyer since January 1, 2005 (but excluding Item 7.01 thereunder)collectively, and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Buyer SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective datesfiling dates (except to the extent corrected by a subsequently filed Buyer SEC Document), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsSecurities Act, and none of the buyer SEC Documents, at the time they were filed with 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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Buyer SEC Document. As of their respective dates, the The financial statements of the Company Buyer including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) were complete and correct in all material respects as of their respective dates (except to the extent corrected by a subsequently file Buyer SEC Document), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Sec with respect thereto as in effect as of the time of filing. Such financial statements their respective daters, and have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during GAAP applied on a basis consistent throughout the periods involved indicated (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). Buyer Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Buyer and its subsidiaries at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 1999, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”) "), (all of the foregoing filed after December 31, 1999 and prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and A complete copies of each list of the Company's SEC Documents not available is set forth on the XXXXX systemSchedule 2(d). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none . None of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents (and in the Offering Memorandum) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently appliedapplied ("GAAP"), during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) ), show all material liabilities, absolute or contingent, of the Company required to be required to be recorded thereon, and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended indicated (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any meets the requirements for the use of Form S-3 for registration of the financial statements (including, without limitation, any notes or any letter resale of the independent accountants Common Stock issuable upon exercise of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any Warrants and upon conversion of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP Notes and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsSeries C Preferred Stock.

SEC Documents; Financial Statements. As of Except as set forth in Schedule 3(i), during the two (2) years prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 13(a) or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available received a valid extension of such time of filing and has filed any such SEC Documents prior to the Holder or its representatives trueexpiration of any such extension, correct and complete copies of each of except to the extent such extension has not yet expired. Except as disclosed in the SEC Documents not available on the XXXXX system. As Documents, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As Except as disclosed in the SEC Documents, as of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such Except as disclosed in the SEC Documents, such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Holder Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Except as disclosed in the SEC Documents, the Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Except as disclosed in the SEC Documents, the Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As Except as set forth in Schedule 4.9, each statement, report, registration statement, definitive proxy statement, and other filing filed with the U.S. Securities and Exchange Commission (“SEC”) by EMRISE since January 1, 2003 (collectively the “EMRISE SEC Documents”) complies in all material respects with the requirements of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”) and the Securities Act of 1933, as amended (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC DocumentsSecurities Act”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the EMRISE SEC Documents, at the time they were filed with the SEC, contained Documents contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed EMRISE SEC Document. As The financial statements of EMRISE, including the notes thereto, included in the EMRISE SEC Documents (the “EMRISE Financial Statements”) are complete and correct in all material respects as of their respective dates, the financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements their respective dates, and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied, during applied on a basis consistent throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The EMRISE Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of EMRISE at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 1999, except as set forth on Schedule 3.6, the Company has met timely filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities the Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, hereof (including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein) being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct A complete and complete copies of each accurate list of the SEC Documents not available that have been filed by the Company on the XXXXX systemEDGAR is set forth on Schedule 3.6. As of their respective dates, the SEC XXX Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none . None of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be adjustments). Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investors with any material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsnonpublic information.

SEC Documents; Financial Statements. As of Except as disclosed in Schedule 3(j), from January 1, 2008 until September 24, 2010, the date hereofon which the Company filed a Form 15 to terminate the registration of its Common Stock under the 1934 Act, the Company has met timely filed all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyer or its representatives true, correct and complete copies of each of the SEC Documents not readily available on the XXXXX systemXXXXX. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No To the Company’s knowledge, no other information provided by or on behalf of the Company to the Holder Buyer which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to Section 2(d) of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance circumstances under which they are or were made. The Company is , not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsmisleading.

SEC Documents; Financial Statements. As On or prior to the Closing Date, Minn Shares will have made available to Purchaser, or such shall be available on the Securities and Exchange Commission’s (the “SEC”) XXXXX database, a true and complete copy of each statement, report, registration statement, definitive proxy statement, and other filings filed with the date hereofSEC by Minn Shares prior to the Closing Date (collectively, the Company has met all of “SEC Documents”). Minn Shares is current in its filing reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations Securities Act of 1933, as amended (the SEC promulgated thereunder applicable to the SEC Documents“Securities Act”), and none of the SEC Documents, at the time they were filed with 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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Document. As The financial statements of Minn Shares, including the notes thereto, included in the SEC Documents (the “Financial Statements”) were complete and correct in all material respects as of their respective dates, the financial statements of the Company included in the SEC Documents 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 as in effect as of the time of filing. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during applied on a basis consistent throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Financial Statements fairly present in all material respects the financial position condition and operating results of the Company as of Minn Shares at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of Except as set forth on Schedule 3(k), during the two (2) years prior to the date hereof, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As Except as set forth on Schedule 3(k) or as disclosed in the SEC Documents, (i) as of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and (ii) none of the SEC Documents, at the time they were filed with the SEC, 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. As Except as set forth on Schedule 3(k) or as disclosed in the SEC Documents, as of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which Buyers that is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to Section 2(e) of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As Acquiror has made available to Target each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filings filed with the SEC by Acquiror since July 25, 1998 (collectively, the "Acquiror SEC Documents"). In addition, Acquiror has made available to Target all exhibits to the Acquiror SEC Documents filed prior to the date hereof, and will promptly make available to Target all exhibits to any additional Acquiror SEC Documents filed prior to the Company has met Effective Time. As of their respective filing dates, the Acquiror SEC Documents complied (or will comply) in all of its filing material respects with the requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K") and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsSecurities Act, and none of the Acquiror SEC Documents, at the time they were filed with the SEC, Documents contained (or will contain) 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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document. As The financial statements of Acquiror, including the notes thereto, included in the Acquiror SEC Documents (the "Acquiror Financial Statements") were complete and correct in all material respects as of their respective dates, the financial statements of the Company included in the SEC Documents 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 as in effect as of the time of filing. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during GAAP applied on a basis consistent throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Qs, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Acquiror Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Acquiror at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf Acquiror currently satisfies the requirements to use Form S-3 for registration of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements Acquiror Common Stock to be issued in compliance connection with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsMerger.

SEC Documents; Financial Statements. As of Except as set forth on Schedule 3(m), during the two (2) years prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by hereof or prior to the Company with date of the SEC whether required to be filed or not (but excluding Item 7.01 thereunder)Closing, and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EDGAR system. As of their respective dates, the SEC Documents complied in compliex xx all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company and its Subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with in respect thereto as in effect as of the time of filingthereof. Such financial statements Company and its Subsidiaries included in the SEC reports and the financial statements of the Merger Target and its subsidiaries prior to the Merger, as applicable, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved ("GAAP"), (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company or any of its Subsidiaries (including the Surviving Sub, as successor to the Holder Merger Target) to the Buyers which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to Section 2(d) of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made. The Company is , not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsmisleading.

SEC Documents; Financial Statements. As (a) The Company (including its predecessors) has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the date hereof, 1934 Act or the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereofsince January 1, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), 2019 and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder or its representatives Purchasers true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and Act, the rules and regulations of the SEC promulgated thereunder and the rules and regulations of the NYSE American, in each case, applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained Documents contains 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. As of their respective dates, the financial statements None of the Company included Company’s Subsidiaries is subject to the periodic reporting requirements of the 1934 Act. There are no outstanding or unresolved comments in comment letters from the SEC Documents complied in all material respects staff with applicable accounting requirements and the published rules and regulations respect to any of the SEC with respect thereto as in effect as of Documents. To the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)Company’s Knowledge, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the no SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor Document is the Company currently aware subject of facts ongoing SEC review or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsoutstanding SEC investigation.

SEC Documents; Financial Statements. As Except as set forth in Section 3(k) of the Disclosure Letter, during the two (2) years prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As Except as set forth in Section 3(k) of the Disclosure Letter, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As Except as set forth in Section 3(k) of the Disclosure Letter, as of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such Except as set forth in Section 3(k) of the Disclosure Letter, such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met all of filed its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system, if any. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder Buyers which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to this Section 4.8 of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made. The Company is , not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsmisleading.

SEC Documents; Financial Statements. As of the date hereofSince December 31, ----------------------------------- 1997, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”") (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and A complete copies of each list of the SEC Documents not available is set forth on the XXXXX systemSchedule 3(f). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be adjustments). Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Buyers with any material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsnonpublic information.

SEC Documents; Financial Statements. As of the date hereofExcept as disclosed in Schedule 3(f), since December 31, 2015, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (except as they may have been properly 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. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of EDXXX, to the Company’s knowledge, the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of its Subsidiaries are not presently the financial statements (includingsubject of any inquiry, without limitation, any notes investigation or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of action by the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the The Company has met timely filed when due (or obtained extensions in respect thereof and filed within the applicable grace period) all of its filing requirements of periodic reports reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”) during the twelve calendar months preceding the date hereof, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents filings incorporated by reference therein being hereinafter referred to herein as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Purchasers via XXXXX or its representatives true, correct another Internet web-site true and complete copies of each of the SEC Documents not available on the XXXXX systemDocuments. As of their respective filing dates, the all SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations Exchange Act. None of the SEC promulgated thereunder applicable to the SEC Documents, and none Documents as of the SEC Documents, at the time they were filed with the SEC, their respective dates 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 made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied (the “Financial Statements”) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements The Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) applied and fairly present in all material respects the consolidated financial position of the Company as of and its subsidiaries, if any, at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit normal, recurring adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Holder which is extent that such unaudited statements do not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”include footnotes), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, all of ONSOURCE's reports, statements and other filings with the SEC Documents (the "SEC Documents") complied in all material respects with the requirements of the 1934 Act or the Exchange Act as the case may be and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company ONSOURCE included in the SEC Documents complied 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 as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company ONSOURCE as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other ONSOURCE has disclosed publicly all information provided by which, according to law, rule or on behalf of the Company to the Holder which is not included in the SEC Documents (includingregulation, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not should have been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsso disclosed.

SEC Documents; Financial Statements. As of the date hereofClosing, DETTO has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Company has met all of its filing SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents substantially complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company DETTO included in the SEC Documents substantially complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in substantial accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company DETTO as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company DETTO to the Holder Sellers which is not included in the SEC Documents (Documents, including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance circumstances under which they are or were made, not misleading. The Company is not currently contemplating to amend or restate Neither DETTO nor any of its officers, directors, employees or agents has provided the financial statements (includingSellers with any material, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsnon-public information.

SEC Documents; Financial Statements. As of the date hereofSince May 1, 2000, the Company has met timely filed (within applicable extension periods) all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”") (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act of 1933 (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings made prior to the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“"GAAP”"), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal immaterial year-end audit adjustments adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents filed prior to the date hereof, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements, (ii) liabilities not required by GAAP to be disclosed on a balance sheet prepared in accordance with GAAP, and (iii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which will not be materialliabilities and obligations referred to in clauses (i), either (ii) and (iii), individually or in the aggregate). No other information provided by , are not material to the financial condition or on behalf operating results of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsCompany.

SEC Documents; Financial Statements. As Parent’s Common Stock is registered under Section 12(b) of the date hereof1934 Act. Parent has timely filed (including filings made in accordance with Rule 12b-25 of the 0000 Xxx) all reports, schedules, forms, statements and other documents required to be filed by it with the Company has met all of its filing SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), Closing Date and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As Except as described on Schedule 7.31, as of their respective dates, the financial statements of the Company Parent included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of Except as would not cause the Company to become ineligible to use Form F-3, during the one (1) year prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on behalf the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact its financial statements or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were madeotherwise. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofSince July 31, 2002, the Company has met timely filed all of its filing reports, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by hereof or prior to the Company with date of the SEC whether required to be filed or not (but excluding Item 7.01 thereunder)Closing, and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EDGAR system. As of their respective datesthe daxx xxled, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements and have been prepared in accordance with United States generally accepted accounting principles (“"GAAP”"), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and each Subsidiary as of the dates thereof indicated and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofExcept as disclosed in Schedule 3(f), since March 31, 2012, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (except as they may have been properly 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. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by Except for routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on behalf of EDXXX, to the Company’s knowledge, the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of its Subsidiaries are not presently the financial statements (includingsubject of any inquiry, without limitation, any notes investigation or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of action by the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the The Company has met filed all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether Documents required to be filed or not by it since April 1, 1993 (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"Company's SEC Documents”"). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, (i) the Company's SEC Documents complied in all material respects with the requirements of the 1934 Act Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, and (ii) none of the Company's SEC Documents, Documents contained at the time they were filed with the SEC, contained of their filing 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. As of their respective dates, the The financial statements of the Company included in the Company's SEC Documents Documents, as of the dates of such SEC Documents, are true and complete and complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements thereto, have been prepared in accordance with generally accepted accounting principles (“"GAAP”), consistently applied, ") in the United States applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects presented the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or Except (i) as set forth on behalf Schedule 3.5 of the Company Disclosure Schedule, (ii) as set forth in the Company's SEC Documents filed and publicly available prior to the Holder which is not date of this Agreement, (iii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the Company's SEC Documents filed and publicly available prior to the date of this Agreement and (including, without limitation, information in iv) for performance obligations under contracts entered into prior to the disclosure schedules to this Agreement) contains any untrue statement of a material fact date hereof or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be entered into in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.Section 5.1 hereof, neither the

SEC Documents; Financial Statements. As of Except as set forth in Schedule 2(h), during the two (2) years prior to the date hereof, the Company has met timely (including within any additional time periods provided by Rule 12b-25 under the 34 Act (as defined below)) filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereofhereof or prior to the applicable Closing Date, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein therein, and the Company’s Schedule TO filed on June 30, 2010, all amendments thereto and all schedules and exhibits thereto and to any such amendments (including, without limitation, each Offer to Exchange filed therewith) being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Holders or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As Except as set forth in Schedule 2(h) or as corrected by subsequent amendments thereto, as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. As of their respective filing dates, and none of the SEC Documents, at the time they were filed with 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 the light of the circumstances under which they were made, not misleading. As Except as set forth in Schedule 2(h), as of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 2005, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyer or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder Buyer which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to Section 2(d) of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made. The Company is made and not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsmisleading.

SEC Documents; Financial Statements. As The Common Stock of the date hereof, the Company has met all of its filing requirements of periodic reports under is registered pursuant to Section 13 or Section 15(d12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”) (all of ), and, except as disclosed in the foregoing filed prior to the date hereofSEC Documents, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company has not (provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but excluding Item 7.01 thereunder)which has not been so disclosed, and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available with respect to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX systemtransactions contemplated by this Agreement. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentssuch documents, and and, as of their respective dates, none of the SEC Documents, at the time they were filed with 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission or other applicable rules and regulations with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, ) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the The Company has met filed all of its filing requirements of periodic reports reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, for the two years preceding the date hereof (or such shorter period as amended (the “1934 Act”Company was required by law or regulation to file such material) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by hereof or amended after the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), date hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the “"SEC Documents”)") on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. Upon request by the Holder, the The Company has delivered to the Investor or has its representative, or made available to through the Holder or its representatives trueSEC's website at xxxx://xxx.xxx.xxx, correct true and complete copies of each of the SEC Documents not available on the XXXXX systemDocuments. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“"GAAP”"), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder Investor which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made. The Company is , not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsmisleading.

SEC Documents; Financial Statements. As The Common Stock of the date hereof, Company is registered pursuant to Section 12(g) of the Exchange Act. The Company has met filed during its current fiscal year all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934reports, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereofschedules, including without limitationforms, Current Reports on Form 8-K filed by the Company with the SEC whether statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act, including pursuant to Section 13, 14 or not 15(d) thereof (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) the foregoing materials and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter collectively referred to herein as the “"SEC Documents”"), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. Upon request by the Holder, the The Company has delivered or has made available to the Holder Purchaser or its representatives true, correct complete and complete accurate copies of each of the SEC Documents that were not available on the XXXXX systemfiled pursuant to EDGAR. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act dates and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were giving effect tx xxx amendments thereto filed with the SEC, 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. As of their respective datesCommission, the financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect as of at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied, applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, year-end audit adjustments which adjustments. The Company acknowledges that the Purchaser will not be material, either individually or trading in the aggregate). No other information provided by or on behalf securities of the Company to in reliance on the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP foregoing representation and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementswarranty.

SEC Documents; Financial Statements. As of the date hereofSince January 24, 2018, the Company has met timely filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by hereof or prior to the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) Closing Date and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct ) and complete copies of each of the SEC Documents not available on the XXXXX systemall exhibits included therein. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act applicable to the Company and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Company, on a consolidated basis, as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of Except as disclosed on Schedule 3(k), during the two (2) years prior to the date hereof, the Company has met timely filed all of its filing reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange the 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”); reports filed in compliance with the time periods specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose. Upon request by the HolderWhen requested, the Company has delivered or has made available to the Holder Buyer or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to the Holder Buyer which is not included in the SEC Documents (including, without limitation, information referred to in Section ‎2(e) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”) (all of the foregoing filed prior to the date hereofforegoing, including without limitation, Current Reports on Form 8-K and all other documents and registration statements heretofore filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder or its representatives true, correct Investor true and complete copies of each of the SEC Documents not available on the XXXXX systemDocuments. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act, and the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (except those SEC Documents that were subsequently 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. As of their respective dates, the financial statements of the Company and its subsidiaries included (or incorporated by reference) in the SEC Documents complied 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 as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto, or (iib) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective filing dates, each report, statement and other filing filed with the SEC Documents by Acquiror since the end of its most recent fiscal year (collectively, the “Acquiror SEC Documents”) were filed in a timely manner, complied in all material respects with the requirements of the 1934 Exchange Act and or the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsSecurities Act, as applicable, and none of the Acquiror SEC Documents, at the time they were filed with the SEC, Documents as of their respective filing dates 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 made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by an Acquiror SEC Document filed subsequently (but prior to the date hereof). As of their respective datesExcept as set forth in any Acquiror SEC Document, the financial statements of Acquiror, including the Company notes thereto, included in the most recent annual report on Form 10-K and each subsequent quarterly report on Form 10-Q, in each case as amended, if applicable, included in the Acquiror SEC Documents (the “Acquiror Financial Statements”) (i) 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 as in effect as of the time of filing. Such financial statements their respective dates, (ii) have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during GAAP applied on a consistent basis throughout the periods involved indicated (except (i) as may otherwise be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subjectthereto or, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act), and (iii) present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Acquiror as of the dates, and for the periods, indicated therein (subject, in the case of interim period financial statements, to normal recurring year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has met filed all of its filing reports, schedules, forms, proxy statements, information statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of Securities the Exchange Act of 1934Act, as amended (the “1934 Act”) excluding due dates (all of the foregoing filed prior to the date hereofhereof including, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), ) and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the The Company has delivered or has made available to the Holder Purchaser or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX systemsystem (if any). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the The financial statements of the Company included in provided to the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements Purchaser have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated specified in such financial statements or the notes theretothereto and except that unaudited financial statements may not contain all footnotes required by GAAP, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in accordance with GAAP in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in and footnotes. Schedule 3.1(h) lists all material year-end audit adjustments made to the aggregate). No other information provided by or on behalf financial statements of the Company provided to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial StatementsPurchaser.

SEC Documents; Financial Statements. As The Company has filed, within the prescribed time frames, all reports, schedules, forms, statements and other documents required to be filed by it from January 1, 2018 through the Closing Date with the SEC pursuant to the reporting requirements of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereofforegoing, including without limitation, Current Reports on Form 8-K filed by the Company together with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), Proxy Statement and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder 1933 Act applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained or contain any untrue statement of a material fact or omitted or 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. As of their respective filing dates, each of (A) the financial statements of the Company included in the SEC Documents and (B) the financial statements of Venus Concept included in the Proxy Statement complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such The financial statements of the Company Parties have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Company, as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other The Company has never been an issuer subject to Rule 144(i) under the 1933 Act. The pro forma financial information provided by or on behalf of and the Company to the Holder which is not related notes included in the SEC Documents (including, without limitation, information Proxy Statement have been prepared in accordance with the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light applicable requirements of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP 1933 Act and the rules and regulations thereunder and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Venus Concept is not subject to the reporting requirements of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements1934 Act.

SEC Documents; Financial Statements. As Since at least June 1, 1997, the ----------------------------------- Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “"1934 Act”") (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein and financial statements and schedules hereto and documents (other than Exhibits 99.1 to Form 8-Kexhibits) and financial statements, notes and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the The Company has delivered or has made available to the Holder or its representatives true, correct Buyer as requested by the Buyer true and complete copies of each of the SEC Documents not available on the XXXXX systemDocuments, except for exhibits, schedules and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included Buyer (including the information referred to in the SEC Documents (including, without limitation, information in the disclosure schedules to Section 2(d) of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made, not misleading. The Company is not currently contemplating to amend or restate any of Except as set forth in the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, in each case of clause (i) and (ii) next above which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company. The SEC Documents contain a complete and accurate list of all material undischarged written and oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is subject (the “Financial Statements”each a "Contract"), nor is if any. None of the Company currently aware Company, its subsidiaries or, to the best of facts or circumstances which would require the Company to amend or restate Company's knowledge, any of the Financial Statementsother parties thereto, is in each casebreach or violation of any Contract, in order for which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, or the happening of any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed further event or condition, would become a default by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementsits subsidiaries thereunder which would have a Material Adverse Effect.

SEC Documents; Financial Statements. As of Parent has made available (including through the date hereof, SEC’s XXXXX Database) to the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(deach statement, report, registration statement, definitive proxy statement, and other filings (including exhibits, supplements and schedules thereto) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not by Parent since December 31, 1999 (but excluding Item 7.01 thereunder)collectively, and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Parent SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsSecurities Act, and none of the Parent SEC Documents, at the time they were filed with 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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. As The financial statements of Parent, including the notes thereto, included in the Parent SEC Documents (the “Parent Financial Statements”) were complete and correct in all material respects as of their respective datesdates (except to the extent corrected by a subsequently filed Parent SEC Document), the financial statements of the Company included in the SEC Documents 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 as in effect as of the time of filing. Such financial statements their respective dates, and have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during applied on a basis consistent throughout the periods involved indicated (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Parent Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Parent and its Subsidiaries at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of Except as set forth on Schedule 3(k), during the two (2) years prior to the date hereof, the Company has met filed all of its filing reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of periodic reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”") (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the The Company has delivered or has made available to the Holder Buyers or its their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As Except as set forth on Schedule 3(k) or as disclosed in the SEC Documents, (i) as of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and (ii) none of the SEC Documents, at the time they were filed with the SEC, 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. As Except as set forth on Schedule 3(k) or as disclosed in the SEC Documents, as of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which Buyers that is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to Section 2(e) of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As 2.6.1. FivePrime has timely filed or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC since September 17, 2013, pursuant to the reporting requirements of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), Effective Date and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, together with the documents filed by FivePrime with the SEC pursuant to the requirements of the Securities Act prior to the Effective Date and all exhibits included therein being hereinafter and financial statements and schedules thereto and documents (other than exhibits), together referred to herein as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective SEC filing dates, and only with respect to the SEC Documents filed by FivePrime pursuant to the Exchange Act, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the applicable portions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at including those filed pursuant to the time they were filed Exchange Act and Securities Act, as such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the SECdisclosures 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. As True and complete copies of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows are available for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided access by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of Inhibrx via the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements’s XXXXX system.

SEC Documents; Financial Statements. As The Company has filed and during the Open Period will file all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the date hereof, the Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange 1934 Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), hereof and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). Upon request by the Holder, the The Company has delivered or has made available to the Holder Investor or its representatives truerepresentatives, correct or they have had access through XXXXX, true and complete copies of each of the SEC Documents not available on the XXXXX systemDocuments. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”)principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other written information provided by or on behalf of the Company to the Holder Investor which is not included in the SEC Documents (Documents, including, without limitation, information referred to in the disclosure schedules to Section 4(d) of this Agreement) , contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleadingtherein, in the light of the circumstance under which they are or were made, not misleading. The Neither the Company is not currently contemplating to amend or restate nor any of the financial statements (including, without limitation, any notes its Subsidiaries or any letter of their officers, directors, employees or agents have provided the independent accountants of Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company with respect thereto) included in the SEC Documents (the “Financial Statements”)or its Subsidiaries or any of their officers, nor is directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company currently aware of facts or circumstances which would require the Company prior to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statementssuch Closing Date.

SEC Documents; Financial Statements. As The Common Stock of the date hereof, the Company has met all of its filing requirements of periodic reports under is registered pursuant to Section 13 or Section 15(d12(g) of the Securities Exchange Act of 1934, as amended (the “1934 "Exchange Act”"), and, except as disclosed in the SEC Documents or on Schedule 3.1(f) (all of the foregoing filed prior to the date hereofhereto, including without limitationsince December 31, Current Reports on Form 8-K filed by 1998, the Company with the SEC whether has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K15(d) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as of the “SEC Documents”)Exchange Act. Upon request by the Holder, the The Company has delivered or has made available to the Holder or its representatives true, correct Purchaser true and complete copies of each of the SEC Documents filed with the Commission since December 31, 1998. The Company has not available on provided to the XXXXX systemPurchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentssuch documents, and and, as of their respective dates, none of the SEC Documents, at the time they were filed with 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission or other applicable rules and regulations with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“"GAAP”), consistently applied, ") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”g), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As The Common Stock of Buyer is registered pursuant to Section 12(g) of the date hereof, the Exchange Act. The Company has met all of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (had the “1934 Act”) (all of opportunity to obtain on the foregoing filed prior to the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct Company's behalf true and complete copies of each of the SEC Documents (except for exhibits and incorporated documents). Buyer has not available on provided to the XXXXX systemCompany any information which, according to applicable law, rule or regulation, should have been disclosed publicly by Buyer but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective dates, all of Buyer's reports, statements and other filings with the Commission (the "SEC Documents Documents") complied in all material respects with the requirements of the 1934 Act or the Exchange Act as the case may be and the rules and regulations of the SEC Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company Buyer included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission or other applicable rules and regulations with respect thereto as in effect as of the time of filingthereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Buyer as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregateadjustments). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As The Company has provided the Purchasers with the Company's Annual Report on Form 10-K for the year ended December 31, 1997 the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1998 and the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 1998 which are true and complete copies of the date hereof, such documents as filed by the Company with the Securities and Exchange Commission (the "SEC"). The Company has met filed all of its filing requirements of periodic reports documents (the "SEC Documents") that the Company was required to file with the SEC under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), during the twelve (12) (all of the foregoing filed prior to months preceding the date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder)of this Agreement, and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements, notes and schedules thereto and of such documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied conformed in all material respects with to the requirements of the 1934 Act and the rules and regulations thereunder as of their respective filing dates. None of the SEC promulgated thereunder applicable to the SEC Documents, and none Documents as of the SEC Documents, at the time they were filed with the SEC, their respective dates 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 made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as in effect as of the time of filingthereto. Such financial statements The Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) applied and fairly present in all material respects the consolidated financial position of the Company as of and any subsidiaries at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit normal, recurring adjustments which will that are not be material, either individually or in the aggregateaggregate material). No other information provided by or on behalf of the Company to the Holder which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.