Common use of SEC Documents; Financial Statements Clause in Contracts

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments 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 written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(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 thereintherein 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, not misleading. Neither 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 its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend 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 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments 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 written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(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 thereintherein 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, not misleading. Neither 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 its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither To the Company’s Knowledge, neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any the Closing Date shall be publicly disclosed by the Company prior to such the Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to 24 months preceding the date hereof and all (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter collectively referred to herein as the "“SEC Documents"). The Company ”) on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing 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 as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved (“GAAP”), 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). No other written information provided by or on behalf of The SEC has not commenced any enforcement proceedings against the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateSubsidiaries.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the 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 Section 15(d) of the 1934 Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, and all registration statements filed by the Company under the Securities Act, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered made available to the Investor or its representatives, or they have had access through XXXXX tothe SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 respective 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of Except as disclosed in Schedule 3(j), during the two (2) years prior to the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof hereof, and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of the SEC DocumentsDocuments 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (“GAAP”) (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). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(d) 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, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(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 thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written 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 Investor which in its financial statements or otherwise. The Company is not included in currently contemplating to amend or restate any of the SEC Documents, financial statements (including, without limitation, information referred 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 in Section 4(D) amend or restate any of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements thereinFinancial Statements, in the light each case, in order for any of the circumstance under which 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 are or were made, not misleading. Neither recommend that the Company nor amend or restate any of its Subsidiaries the Financial Statements or that there is any need for the Company to amend or restate any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateFinancial 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 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements 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. The When requested, the Company has delivered or has made available to the Investor Buyer or its representativesrepresentatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments 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 written information provided by or on behalf of the Company to the Investor Buyer which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(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 thereintherein 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, not misleading. Neither 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 its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend 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 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through the SEC’s XXXXX website to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofClosing, the Company has shall have filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor Purchaser which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the 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 Section 15(d) of the 1934 Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, and all registration statements filed by the Company under the Securities Act, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered made available to the Investor or its representatives, or they have had access through XXXXX tothe SEC’s website at hxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 respective 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to twelve months preceding the date hereof and all (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter collectively referred to herein as the "“SEC Documents"). The Company ”) on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing datesdates and to the Company’s Knowledge, 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 as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved (“GAAP”), 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). No other written information provided by The Company has received no notices or on behalf of correspondence from the SEC for the one year preceding the date hereof. To the Company’s Knowledge, the SEC has not commenced any enforcement proceedings against the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateSubsidiaries.

SEC Documents; Financial Statements. As of the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since April 5, 2004, pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof Closing Date and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied as to form 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 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. Such financial statements The Financial Statements have been prepared in accordance with accounting principles generally accepted accounting principlesin the United States, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or not include footnotes, may be condensed or summary statementsstatements or may conform to the SEC’s rules and instructions for Reports on Form 10-Q) 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). No other written information provided by All material agreements that were required to be filed as exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, the “Material Agreements”) to which the Company is a party, or on behalf the property or assets of the Company or are subject, have been filed as exhibits to the Investor which is not included in the SEC Documents. All Material Agreements are valid and enforceable against the Company in accordance with their respective terms, includingexcept (i) as enforceability may be limited by applicable bankruptcy, without limitationinsolvency, information referred reorganization or moratorium or similar laws affecting creditors’ rights generally, and (ii) as enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws. The Company is not in Section 4(D) breach of this or default under any of the Material Agreements, and to the Company’s knowledge, no other party to a Material Agreement is in breach of or default under such Material Agreement, contains except in each case, for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect. The Company has not received a notice of termination of any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateMaterial Agreements.

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 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements 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. The When requested, the Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments 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 written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(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 thereintherein 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, not misleading. Neither 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 its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through the SEC’s XXXXX website to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited by a firm that is a member a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

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 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements 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. The When requested, the Company has delivered or has made available to the Investor Buyer or its representativesrepresentatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments 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 written information provided by or on behalf of the Company to the Investor Buyer which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(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 thereintherein 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, not misleading. Neither 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 its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the Company (a) Buyer has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC U.S. Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements of the 1934 Exchange Act (all of and any other material reports or documents required to be filed with the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC DocumentsSEC. As of their respective filing dates, all documents filed by Buyer with the SEC Documents (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 therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) As of their respective dates, the financial statements of the Company Buyer 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. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I1) as may be otherwise indicated in such financial statements or the notes thereto, or (II2) 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 Buyer 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). No other written information provided by or on behalf of the Company to the Investor which is not included in The unaudited pro forma combined financial statements filed with the SEC Documents, including, without limitation, information referred to comply in Section 4(D) all material respects with the requirements of this Agreement, contains any untrue statement Article 11 of a material fact or omits to state any material fact necessary to make Regulation S-X under the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateSecurities Act.

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 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements 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. The When requested, the Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments 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 written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(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 thereintherein 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, not misleading. Neither 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 its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the date hereofCompany's last two (2) fiscal years, 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 Securities Exchange Act of 1934, as amended (the "1934 Act Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective dates, subject to, with respect to certain SEC Documents, the filing datesof an amendment to such SEC Documents, 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information Buyer and referred to in Section 4(D2(d) of this Agreement, Agreement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, without limitation, all filings required pursuant to Sections 13(a) and 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to two years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement, the "). The Company Disclosure Materials") on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing 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 light of the circumstances under which they were made, not misleading. As All material agreements to which the Company is a party or to which the property or assets of their respective dates, the Company are subject have been filed as exhibits to the SEC Documents as required under the Exchange Act. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved ("GAAP"), 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 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). No other written information provided by or on behalf of the Company to the Investor which is not included Since June 30, 2000, except as specifically disclosed in the SEC Documents, including(a) there has been no event, without limitationoccurrence or development that has or that could result in a Material Adverse Effect, information referred to in Section 4(D(b) of this Agreement, contains the Company has not incurred any untrue statement of a material fact liabilities (contingent or omits to state any material fact necessary to make the statements therein, otherwise) other than (x) liabilities incurred in the light ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the circumstance under which they are Company's financial statements pursuant to GAAP or were maderequired to be disclosed in filings made with the Commission, not misleading. Neither (c) the Company nor any has not altered its method of accounting or the identity of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof auditors and any material, nonpublic information provided to the Investor by (d) the Company has not declared or made any payment or distribution of cash or other property to its Subsidiaries stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateits capital stock.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX EXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("“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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX the SEC’s EXXXX website to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited by a firm that is a member a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As The Issuer represents and warrants that as of the date hereof, the Company Issuer Common Stock is registered pursuant to Section 12(b) of the Exchange Act. Since January 1, 2014, the Issuer has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Commission pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to At the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As times of their respective filing datesfiling, all such reports, schedules, forms, statements and other documents of the SEC Documents Issuer 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 thereunder. At the SEC Documentstimes of their respective filings, such reports, schedules, forms, statements and none other documents of the SEC Documents, at the time they were filed with the SEC, contained Issuer did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, the Issuer meets the “Registrant Requirements” for eligibility to use Form S-3 set forth in General Instruction I.A to Form S-3. As of their respective dates, the financial statements of the Company Issuer 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 or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (IIii) 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 Issuer 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX EDGAR to, true and complete copies coxxxx of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, without limitation, all filings required pursuant to Sections 13(a) and 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to two years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement, the "). The Company Disclosure Materials") on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing 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 light of the circumstances under which they were made, not misleading. As All material agreements to which the Company is a party or to which the property or assets of their respective dates, the Company are subject have been filed as exhibits to the SEC Documents as required under the Exchange Act. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved ("GAAP"), 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 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). No other written information provided by or on behalf Since the date of the Company to the Investor which is not included this Agreement, except as specifically disclosed in the SEC Documents, including(a) there has been no event, without limitationoccurrence or development that has or that could result in a Material Adverse Effect, information referred to in Section 4(D(b) of this Agreement, contains the Company has not incurred any untrue statement of a material fact liabilities (contingent or omits to state any material fact necessary to make the statements therein, otherwise) other than (x) liabilities incurred in the light ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the circumstance under which they are Company's financial statements pursuant to GAAP or were maderequired to be disclosed in filings made with the Commission, not misleading. Neither (c) the Company nor any has not altered its method of accounting or the identity of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof auditors and any material, nonpublic information provided to the Investor by (d) the Company has not declared or made any payment or distribution of cash or other property to its Subsidiaries stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateits capital stock.

SEC Documents; Financial Statements. As of During the one (1) year prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representativesrepresentatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, to the Company’s knowledge, 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 theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 presented in all material respects the financial position of the Company as of the respective 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 adjustmentsadjustments which were not material, either individually or in the aggregate). The Company is not contemplating amending or restating any of the financial statements (including without limitation, any notes or any letter of any independent accountant of the Company with respect thereto) included in any of the SEC Documents (the “Financial Statements”). No other written information provided by facts or on behalf of circumstances currently exist that would require the Company to amend or restate any of the Investor which is not included Financial Statements in order for each of the SEC Documents, Financial Statements to have been in compliance with generally accepted accounting principles and applicable law (including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light rules and regulations of the circumstance under which they are or were made, SEC) as of their respective dates. The Company has not misleading. Neither been informed by its registered independent public company accounting firm that it recommends that the Company nor amend or restate any of its Subsidiaries the Financial Statements or that there is any need for the Company to amend or restate any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateFinancial Statements.

SEC Documents; Financial Statements. As of the date hereof, the Buyer is delinquent in its SEC Filings and has not filed any SEC Reports since the Form 10 K For the period June 30, 2018. The Company has filed undertakes that it will as soon as is practically possible 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, and amendments thereto, being hereinafter referred to as the "“SEC Documents")”) through June 30, 2020. The Company Buyer has delivered to the Investor Seller or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 SECSEC or the time they were amended, if amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company Buyer 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("“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 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company Buyer nor any of its Subsidiaries subsidiaries or any of their officers, directors, employees or agents have provided the Investor Seller with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor Seller by the Company Buyer or its Subsidiaries subsidiaries or any of their officers, directors, employees or agents prior to any the Closing Date shall be publicly disclosed by the Company Buyer prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 2020, pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "“SEC Documents"”). The Company is eligible to register its Common Stock for resale using Form S-3 promulgated under the Securities Act. The Company has delivered to the Investor or its representativeseach Purchaser, or they have each Purchaser has had access through XXXXX to, true and complete copies of the SEC Documents. The Company is not, and never has been, a “shell company” (as defined in Rule 12b-2 under the Exchange Act). As of their respective filing dates, 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Financial Statements and the Company included in the SEC Documents related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements The Financial Statements and the related notes have been prepared in accordance with accounting principles generally accepted accounting principlesin the United States, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ia) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto, or (IIb) in the case of unaudited interim statements, to the extent they may exclude footnotes or not include footnotes, may be condensed or summary statementsstatements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). No other written information provided by All material agreements that were required to be filed as exhibits to Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K under Item 601(b)(10) of Regulation S-K (collectively, the “Material Agreements”) to which the Company or on behalf any Subsidiary of the Company is a party, or the property or assets of the Company or any Subsidiary of the Company are subject, have been filed as exhibits to the Investor which is not included in the SEC Documents. All Material Agreements are valid and enforceable against the Company in accordance with their respective terms, includingexcept (i) as enforceability may be limited by applicable bankruptcy, without limitationinsolvency, information referred reorganization, or moratorium or similar laws affecting creditors’ and contracting parties’ rights generally, and (ii) as enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws. The Company is not in Section 4(D) breach of this or default under any of the Material Agreements, and to the Company’s knowledge, no other party to a Material Agreement is in breach of or default under such Material Agreement, contains except in each case, for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect. The Company has not received a notice of termination nor is the Company otherwise aware of any untrue statement of a material fact or omits threats to state terminate any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateMaterial Agreements.

SEC Documents; Financial Statements. As of the date hereofSeptember 10, 2004, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX EXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representativestrue, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX system requested by the Buyers or their respective representatives. 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(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 thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of Since the date hereofCompany’s formation, the Company 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments 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 written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(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 thereintherein 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, not misleading. Neither 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 its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the UNDISCLOSED LIABILITIES. 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "Company SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies All of the Company SEC Documents. As Documents (other than preliminary material or material which was subsequently amended), as of their respective filing dates, complied, or will comply, as the SEC Documents complied case may be, in all material respects with the all applicable requirements of the 1934 Securities Act and the Exchange Act and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC Documents, and none . None of the Company SEC Documents, Documents at the time they were filed with of filing and effectiveness contained, or will contain, as the SECcase may be, contained any untrue statement of a material fact or omitted omitted, or will omit, as the case may be, to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been amended, modified or superseded by later Company SEC Documents. As of their respective dates, the The consolidated financial statements of the Company included in the Company SEC Documents complied complied, or will comply, as the case may be, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared prepared, or will be prepared, as the case may be, in accordance with generally accepted accounting principlesGAAP (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated under the Exchange Act) applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, 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 presented, or will present, as the case may be, in all material respects accordance with the applicable requirements of GAAP, the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were not or are not expected to be material in amount). No other written information provided by or on behalf The audited financial statements of the unconsolidated 7 13 Company Subsidiaries previously delivered to Acquiror (the "Unconsolidated Company Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the financial position of such Company Subsidiaries, taken as a whole, as of the dates thereof, and the results of their respective operations and cash flows for the periods then ended. Except as set forth in the Company SEC Documents filed with the SEC prior to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements thereindate hereof, in the light Unconsolidated Company Financial Statements, or in SCHEDULE 3.1.5 to the Company Disclosure Letter, and except for liabilities and obligations incurred since the Financial Statement Date in the ordinary course of the circumstance under which they are or were madebusiness and consistent with past practice, not misleading. Neither neither the Company nor any Company Subsidiary has any liabilities or obligations of its Subsidiaries any nature (whether accrued, absolute, contingent or any otherwise) required by GAAP to be set forth on a consolidated balance sheet of their officers, directors, employees or agents have provided the 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 or its Subsidiaries of any unconsolidated Company Subsidiary or any of their officersin the notes thereto and which, directorsindividually or in the aggregate, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datewould have a Material Adverse Effect.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 2001, 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 Securities Exchange Act of 1934 Act (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered made available to the Investor Subscriber or its representatives, or they have had access through XXXXX to, true and complete representatives copies of the SEC Documents. 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 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, 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 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 adjustmentsadjustments that would not be material). No other written information provided by or on behalf of the The Company has no reason to believe its independent auditors will withhold their consent to the Investor inclusion of their audit opinion concerning the Company's financial statements which is not are to be included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateRegistration Statement.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to two years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC DocumentsDOCUMENTS" and, together with the Schedules to this Agreement, the "). The Company DISCLOSURE MATERIALS") on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. 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 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 light of the circumstances under which they were made, not misleading. As All material agreements to which the Company is a party or to which the property or assets of their respective dates, the Company are subject have been filed as exhibits to the SEC Documents as required. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved ("GAAP"), 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 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). No other written information provided by or on behalf of the Company to the Investor which is not included Since March 31, 2000, except as specifically disclosed in the SEC Documents, including(a) there has been no event, without limitationoccurrence or development that has resulted or that could result in a Material Adverse Effect, information referred to in Section 4(D(b) of this Agreement, contains the Company has not incurred any untrue statement of a material fact liabilities (contingent or omits to state any material fact necessary to make the statements therein, otherwise) other than (x) liabilities incurred in the light ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the circumstance under which they are Company's financial statements pursuant to GAAP or were madeotherwise required to be disclosed in filings made with the Commission, not misleading. Neither (c) the Company nor any has not altered its method of accounting or the identity of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof auditors and any material, nonpublic information provided to the Investor by (d) the Company has not declared or made any payment or distribution of cash or other property to its Subsidiaries stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateits capital stock.

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 timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC Commission pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements 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. The When requested, the Company has delivered or has made available to the Investor Purchaser or its representativesrepresentatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX 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 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written 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 Investor which in its financial statements or otherwise. The Company is not included in currently contemplating to amend or restate any of the SEC Documents, financial statements (including, without limitation, information referred 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 in Section 4(D) amend or restate any of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements thereinFinancial Statements, in the light each case, in order for any of the circumstance under which Financial Statements to be in compliance with GAAP and the rules and regulations of the Commission. The Company has not been informed by its independent accountants that they are or were made, not misleading. Neither recommend that the Company nor amend or restate any of its Subsidiaries the Financial Statements or that there is any need for the Company to amend or restate any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateFinancial Statements.

SEC Documents; Financial Statements. As of the date hereofClosing, 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 Securities Exchange Act of 1934, as amended (the "1934 Act Act") (all of the foregoing filed prior to the date hereof since June 30, 1999 and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor Buyers with any material, nonpublic information which was not publicly disclosed prior information. The representations herein are subject to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.Schedule 3(e). -------------

SEC Documents; Financial Statements. As of the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since April 28, 2021, pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "“SEC Documents"”). The Company is eligible to register its Common Stock for resale using Form S-3 promulgated under the Securities Act. The Company has delivered to the Investor or its representativeseach Purchaser, or they have each Purchaser has had access through XXXXX to, true and complete copies of the SEC Documents. The Company is not, and never has been, a “shell company” (as defined in Rule 12b-2 under the Exchange Act). As of their respective filing dates, 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Financial Statements and the Company included in the SEC Documents related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements The Financial Statements and the related notes have been prepared in accordance with accounting principles generally accepted accounting principlesin the United States, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ia) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto, or (IIb) in the case of unaudited interim statements, to the extent they may exclude footnotes or not include footnotes, may be condensed or summary statementsstatements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). No other written information provided by All material agreements that were required to be filed as exhibits to Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K under Item 601(b)(10) of Regulation S-K (collectively, the “Material Agreements”) to which the Company or on behalf any Subsidiary of the Company is a party, or the property or assets of the Company or any Subsidiary of the Company are subject, have been filed as exhibits to the Investor which is not included in the SEC Documents. All Material Agreements are valid and enforceable against the Company in accordance with their respective terms, includingexcept (i) as enforceability may be limited by applicable bankruptcy, without limitationinsolvency, information referred reorganization, or moratorium or similar laws affecting creditors’ and contracting parties’ rights generally, and (ii) as enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws. The Company is not in Section 4(D) breach of this or default under any of the Material Agreements, and to the Company’s knowledge, no other party to a Material Agreement is in breach of or default under such Material Agreement, contains except in each case, for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect. The Company has not received a notice of termination nor is the Company otherwise aware of any untrue statement of a material fact or omits threats to state terminate any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateMaterial Agreements.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents SEC Documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act since March 31, 1996 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "Company's SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing 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 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 in all material respects 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. Such financial statements , have been prepared in accordance with generally accepted accounting principles, by a firm that is a member principles in the United States ("GAAP") (except in the case of the Public Companies Accounting Oversight Board ("PCAOB"unaudited statements, as permitted by Form 10-Q under the Exchange Act) 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, 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 adjustmentsadjustments which in the aggregate are not material and to any other adjustment described therein). No other written 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 Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) date of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, and except for liabilities and obligations incurred in the light ordinary course of business consistent with past practice since the date of the circumstance under most recent consolidated balance sheet included in the Company's SEC Documents filed and publicly available prior to the date of this Agreement, and liabilities and obligations which they are would not, individually or were madein the aggregate, not misleading. Neither reasonably be expected to have a Material Adverse Effect on the Company, to the knowledge of the Company, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any of their officersnature (whether accrued, directorsabsolute, employees contingent or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateotherwise).

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX EDGAR to, true and complete copies of the SEC Documents. As of their thxxx 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof(i) Since December 31, 2005, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Commission pursuant to the reporting requirements of the 1934 Securities Act and the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the "“SEC Documents"”). The Company , or has delivered timely filed for a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing 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 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 light of the circumstances under which they were made, not misleading. . (ii) 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 Commission with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 not include footnotes, year end adjustments 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). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC Documents, includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred to in Section 4(Dother than (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, liabilities incurred in the light ordinary course of business subsequent to December 31, 2006, and (ii) obligations under contracts and commitments incurred in the circumstance ordinary course of business and not required under which they are generally accepted accounting principles to be reflected in such financial statements, which, individually or were madetaken in the aggregate would not reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Schedule 3(e), not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateExchange Act).

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to Company under the reporting requirements Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act (all of for the foregoing filed prior to twelve months preceding the date hereof and all (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, together with each Prospectus, being hereinafter collectively referred to herein as the "“SEC Documents"). The Company ”) on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing 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 as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved (“GAAP”), 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). No other written information provided by Except as publicly available through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (EXXXX) or on behalf of in connection with a confidential treatment request submitted to the SEC, the Company to the Investor which is not included in has received no notices or correspondence from the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make for the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to one year preceding the date hereof and any material, nonpublic information provided other than SEC comment letters relating to the Investor by Company’s filings under the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by Exchange Act and the Company prior to such Closing DateSecurities Act. There are no “open” SEC comments.

SEC Documents; Financial Statements. (a) As of the date hereofhereof and each Closing Date and except as set forth on Schedule 3.5(a), 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 1934 Act since August 9, 2023 (all of the foregoing filed prior to the date hereof hereof, as they have been amended since the time of their filing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) 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. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples consistently applied, and audited by a firm that is a member of the Public Companies Company Accounting Oversight Board ("PCAOB") consistently appliedBoard, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) except in the case of pro forma statements or, in the case of unaudited interim statements, except 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 as of the dates thereof and the consolidated results of its operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included . (c) Except as disclosed in the SEC Documents, includingthe Company and each of the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, without limitation, information referred to in Section 4(D(ii) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact transactions are recorded as necessary to make permit preparation of financial statements in conformity with US generally accepted accounting principles and to maintain asset accountability, (iii) reasonable controls to safeguard assets are in place and (iv) the statements therein, in recorded accountability for assets is compared with the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor existing assets at reasonable intervals and appropriate action is taken 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 or its Subsidiaries or any of their officers, directors, employees or agents prior respect to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datedifferences.

SEC Documents; Financial Statements. As of the date hereofSince January 12, ----------------------------------- 1999, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents")Exchange Act. The Company has delivered to the Investor Purchaser or its representatives, or they have had access through XXXXX to, representatives true and complete copies of the SEC Documents. 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 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor Purchaser which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(b) 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, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor Purchaser with any material, nonpublic information which was not publicly disclosed prior to the date hereof hereof, and, except as otherwise provided for in Section 3(h)(ii) of the Registration Rights Agreement, the Company shall not provide the Purchaser with any non-public information, and any material, nonpublic if it does so in violation of such Section 3(h)(ii) the Purchaser may disclose such information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datepublic without liability.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("“PCAOB"”) 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act since February 5, 1997 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing 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 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. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by a firm that is a member Form 10-Q of the Public Companies Accounting Oversight Board ("PCAOB"SEC) 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, 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 adjustmentsadjustments and the absence of footnotes). No other written information provided by or on behalf of the Company to the Investor which is not included Except as set forth in the Filed SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither Documents neither the Company nor any of its Subsidiaries subsidiaries has any liabilities or obligations of any of their officersnature (whether accrued, directorsabsolute, employees contingent or agents otherwise) which individually or in the aggregate, would have provided a material adverse effect on the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereof(a) Since January 1, 2017, the Company has filed or furnished with the SEC, on a timely basis, all forms, reports, schedules, forms, certifications and statements and other documents required to be filed by it with or furnished under the SEC pursuant to Securities Act or the reporting requirements of Exchange Act, respectively, (such forms, reports, schedules and statements, collectively, the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“Company SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, each of the Company SEC Documents Documents, as amended, complied as to form in all material respects with the applicable 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 Company SEC Documents, and none of the Company SEC DocumentsDocuments contained, at when filed or, if amended prior to the time they were filed date of this Agreement, as of the date of such amendment with the SECrespect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective datesthe date of this Agreement, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Company SEC Documents. As of the date of this Agreement, to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or investigation. (b) The financial statements of the Company included in the Company SEC Documents Documents, including all notes and schedules thereto, complied as to form in all material respects respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , were prepared in accordance with generally accepted accounting principles, by principles in the United States (“GAAP”) applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (II) in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X of the extent they may exclude footnotes or may be condensed or summary statementsSEC) and fairly present in all material respects the financial position in accordance with applicable requirements of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf ) the financial position of the Company and its consolidated Subsidiaries, as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (c) The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), which are effective (as such term is used in Rule 13a-15(b) of the Exchange Act) to ensure that material information relating to the Investor which Company, including its Subsidiaries, is not included in made known to the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make chief executive officer and the statements therein, in the light chief financial officer of the circumstance Company by others within those entities in connection with the reports it files under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateExchange Act.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX the SEC’s EXXXX website to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited by a firm that is a member a member of the Public Companies Accounting Oversight Board ("“PCAOB"”) 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not contemplating amending or restating any of the financial statements (including without limitation, not misleading. Neither any notes or any letter of any independent accountant of the Company nor with respect thereto) included in any of the SEC Documents (the “Financial Statements”). No facts or circumstances exist that would require the Company to amend or restate any of the Financial Statements in order for each of the Financial Statements to be in compliance with generally accepted accounting principles and applicable law (including, without limitation, the rules and regulations of the SEC). The Company has not been informed by any of its Subsidiaries independent accountants that they recommend that the Company amend or restate any of their officers, directors, employees the Financial Statements or agents have provided the Investor with that there is any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by need for the Company to amend or its Subsidiaries or restate any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateFinancial Statements.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed with the SEC all reports, schedules, forms, schedules and statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act since January 1, 1997 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, (i) the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, and (ii) 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 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 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 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples (except, in the case of unaudited statements, as permitted by a firm that is a member Form 10-Q of the Public Companies Accounting Oversight Board ("PCAOB"SEC) 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, 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 present, in all material respects respects, the consolidated 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). No other written information provided by Except as set forth or on behalf of reflected in the Company to the Investor which is not most recent financial statements included in the Filed SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, incurred in the light ordinary course of business consistent with past practice since the circumstance under which they are or were madedate of such statements, not misleading. Neither neither the Company nor any of its Subsidiaries subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or any of their officers, directors, employees otherwise) which individually or agents in the aggregate would reasonably be expected to have provided a material adverse effect on the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereofSince December 7, 1999, 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 1934 Exchange Act (all of filings with the foregoing filed prior to SEC since such date through the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being of this Agreement are hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 of the SEC promulgated thereunder applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed Documents (when read together with the SEC, all exhibits included therein and financial statement schedules thereto and documents (other than exhibits) incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board principles ("PCAOBGAAP") consistently applied, applied on a consistent basis 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 not include footnotes or year-end adjustments 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSince February 6, 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 Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered or made available to the Investor or its representatives, or they have had access through XXXXX to, each Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 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). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC Documents, includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred to in Section 4(Dother than (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, liabilities incurred in the light ordinary course of business subsequent to June 30, 1997 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, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereofSince January 1, 2000, the Company has timely filed (within applicable extension periods) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as therein, the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, each Purchaser true and complete copies of the SEC Documents. As of their respective filing dates, 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 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. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board principles ("PCAOBGAAP") ), consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes theretothereto or, 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 normal, immaterial year-end audit adjustments). No Except as set forth in Section 3(g) of the Disclosure Statements, 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 GAAP to be reflected in such financial statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of the Company. To the extent required by the rules and regulations of the SEC applicable thereto, the Section 3(g) of the Disclosure Statements contains a complete and accurate list of all material undischarged written information provided or oral contracts, agreements, leases or other instruments to which the Company or any Subsidiary is a party or by which the Company or on behalf any Subsidiary is bound or to which any of the properties or assets of the Company or any Subsidiary is subject (each, a "Contract"). Except as set forth in Section 3(g) of the Disclosure Statements, none of the Company, its Subsidiaries or, to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light best knowledge of the circumstance under which they are or were madeCompany, not misleading. Neither the Company nor any of its Subsidiaries the other parties thereto is in breach or violation of any of their officersContract, directors, employees which breach or agents violation would have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datea Material Adverse Effect.

SEC Documents; Financial Statements. (a) As of the date hereofhereof and each Closing Date and except as set forth on Schedule 3.5(a), 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 1934 Act since October 2, 2023 (all of the foregoing filed prior to the date hereof hereof, as they have been amended since the time of their filing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) 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. Such financial statements have been prepared in accordance with generally accepted accounting principlesInternational Financial Reporting Standards (“IFRS”) consistently applied, and audited by a firm that is a member of the Public Companies Company Accounting Oversight Board ("PCAOB") consistently appliedBoard, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) except in the case of pro forma statements or, in the case of unaudited interim statements, except 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 as of the dates thereof and the consolidated results of its operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included . (c) Except as disclosed in the SEC Documents, includingthe Company and each of the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, without limitation, information referred to in Section 4(D(ii) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact transactions are recorded as necessary to make permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) reasonable controls to safeguard assets are in place and (iv) the statements therein, in recorded accountability for assets is compared with the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor existing assets at reasonable intervals and appropriate action is taken 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 or its Subsidiaries or any of their officers, directors, employees or agents prior respect to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datedifferences.

SEC Documents; Financial Statements. As of During the date hereoftime the Company has been a reporting Company under the 1934 Act, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"). The Company has delivered ”) (other than as set forth on Schedule 3(k) to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC DocumentsExisting Securities Purchase Agreement). As of their respective filing dates, the SEC 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 Documents, and none of the SEC DocumentsDocuments (excluding for this purpose the exhibits thereto), 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 theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system that has been requested by each Buyer. 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(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, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the Company Except as disclosed in Schedule 5.4: (a) The Purchaser has filed all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to since the reporting requirements initial filing date of the 1934 Act registration statement for the Purchaser's initial public offering. All such required forms, reports and documents (all of including those that the foregoing filed prior Purchaser may file subsequent to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter hereof) are referred to herein as the "“Purchaser SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. Reports.” As of their respective filing dates, the Purchaser SEC Documents complied Reports (i) were prepared in all material respects accordance with the requirements of the 1934 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 Purchaser SEC DocumentsReports, and none of the SEC Documents, (ii) did not at the time they were filed with (or if amended or superseded by a filing prior to the SECdate of this Agreement, contained then on the date of such filing) 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 None of the Purchaser's Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Purchaser SEC Reports (the “Purchaser Financials”), including any Purchaser SEC Reports filed after the date hereof until the Closing, as of their respective dates, the financial statements of the Company included in the SEC Documents (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , (ii) was prepared in accordance with generally accepted accounting principles, by principles (“GAAP”) applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during consistent basis throughout the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (II) in the case of unaudited interim financial statements, to the extent they may exclude footnotes or as may be condensed or summary statementspermitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly present in all material respects presented the consolidated financial position of the Company as of Purchaser and its Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end audit adjustments)adjustments which were not, or are not expected to be, material in amount. No other written information provided by or on behalf The balance sheet of the Company Purchaser as of September 30 30, 2008 is hereinafter referred to as the Investor which is not included “Purchaser Balance Sheet Date.” Except as disclosed in the SEC DocumentsPurchaser Financials, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make neither the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company Purchaser nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or any otherwise) of their officers, directors, employees a nature required to be disclosed on a balance sheet or agents have provided in the Investor with any material, nonpublic information which was not publicly disclosed prior related notes to the date hereof and any materialconsolidated financial statements prepared in accordance with GAAP which are, nonpublic information provided individually or in the aggregate, material to the Investor by business, results of operations or financial condition of the Company or Purchaser and its Subsidiaries taken as a whole, except liabilities (i) provided for in the Purchaser Balance Sheet, or any (ii) incurred since the date of their officers, directors, employees or agents prior the Purchaser Balance Sheet in the ordinary course of business consistent with past practices and which would not reasonably be expected to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datehave a Purchaser Material Adverse Effect.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 1995, 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 Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, Purchaser true and complete copies of the SEC Documents, except for such exhibits, schedules and incorporated documents. 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 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). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC Documents, includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred to in Section 4(Dother than (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, liabilities incurred in the light ordinary course of business subsequent to December 31, 1995 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, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, Company. The Company has not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 any Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datebut which has not been so disclosed.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system that have been requested by each Buyer. 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed in a ----------------------------------- timely manner all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to since September 30, 1994. All such required reports, schedules, forms, statements and other documents filed by the reporting requirements of Company with the 1934 Act SEC (all of including those that the foregoing filed prior Company may file subsequent to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter hereof) are referred to herein as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, ------------- the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the -------------- rules and regulations of the SEC promulgated thereunder applicable to 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 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 later Filed SEC Document (as defined in Section 4.1(g)), 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 Documents, including those filed after the date hereof until the Closing, comply or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared or will be prepared in accordance with generally accepted accounting principlesprinciples (except, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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 as provided in the extent they may exclude footnotes or may be condensed or summary statementslast sentence of this Section 4.1(e) and fairly present or will 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 recurring year-end audit adjustments). No other written information provided Except as set forth in the SEC Documents or as contemplated by this Agreement, since the date of the most recent consolidated balance sheet included in the SEC Documents until the date hereof neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles ("GAAP") to be set forth ---- on behalf a consolidated balance sheet of the Company and its consolidated subsidiaries which are, individually or in the aggregate, material to the Investor which is not business, results of operations or financial condition of the Company and its subsidiaries taken as a whole, except liabilities (i) provided for in the most recent consolidated balance sheet included in the SEC Documents, including, without limitation, information referred to in Section 4(Dor (ii) incurred since the date of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, such balance sheet in the light ordinary course of the circumstance under which they are business consistent with past practices. Interim financial statements or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed summaries and accounting books and records prior to the date hereof and any materialof consummation of the Offer are prepared on a basis consistent with those employed in the most recent audited financial statement and, nonpublic information provided except with respect to the Investor by the Company or its Subsidiaries or any of their officersfootnote disclosure, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateare prepared in accordance with GAAP.

SEC Documents; Financial Statements. As of Since the date hereofCompany’s initial public offering, the Company 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments 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 written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(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 thereintherein 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, not misleading. Neither 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 its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofClosing, 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 Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor Buyers 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateinformation.

SEC Documents; Financial Statements. As of the date hereof(a) Since January 10, 2008, the Company has filed all reports, schedules, forms, statements and other documents the SEC Documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Exchange Act (all and is a fully-reporting company under Section 12(g) of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC DocumentsExchange Act. 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 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 light of the circumstances under which they were made, not misleading. As None of their respective dates, the statements made in any of the SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended. 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 or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, and the rules and regulations of the SEC 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 do not include footnotes or may be are condensed or summary statements) and fairly present in all material respects accurately and completely 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). No To the Company’s knowledge, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other written information provided instruments to which the Company or a Subsidiary is a party or by which the Company or on behalf a Subsidiary is bound or to which any of the properties or assets of the Company or a Subsidiary is subject (each, a "Contract"), a copy of which would be required to be filed with the SEC as an exhibit to a registration statement on Form S-3 or applicable form if the Company or any subsidiary were registering securities under the Securities Act. None of the Company, any Subsidiary, or, to the Investor which Company's knowledge, any of the other parties thereto, is not in breach or violation of any Contract. (b) A true and complete copy of the consolidated financial statements of Technic as of and for the fiscal years ended September 30, 2009 and 2008 and the related notes thereto (the “Technic Financial Statements”) and the unaudited proforma condensed consolidated financial statements of the Company and its Subsidiaries and the related notes thereto (the “Pro Forma Statements” and, together with the Technic Financial Statements, the “Financial Statements”), each as to be included in the Form 8-K to be filed with the SEC Documents, including, without limitation, information referred to in Section 4(D) within four Business Days of the date of this AgreementAgreement (the “Form 8-K”), contains any untrue statement are attached hereto in Schedule 3.7(b). The Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, and the rules and regulations of the SEC during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto). The Technic Financial Statements present accurately and completely the consolidated financial position of Technic as of the dates thereof and the results of its operations and cash flows for the periods then ended. Except as set forth, in a material fact manner clearly evident to a sophisticated, accredited or omits to state any material fact necessary to make the statements thereininstitutional investor, in the light of the circumstance under which they are or were madeFinancial Statements, not misleading. Neither neither the Company nor any of its Subsidiaries has liabilities, contingent or any otherwise, other than (i) liabilities incurred in the ordinary course of their officers, directors, employees or agents have provided the Investor business consistent with any material, nonpublic information which was not publicly disclosed prior past practice subsequent to the date hereof of such Financial Statements that, individually and any materialin the aggregate, nonpublic information provided are not material to its business; and (ii) obligations under contracts and commitments (other than for breaches thereof) incurred in the Investor ordinary course of business consistent with past practice and not required under generally accepted accounting principles to be reflected in the Financial Statements. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, could become a default by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior Subsidiary which could reasonably be expected to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datehave a Material Adverse Effect.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOBPCA0B") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As Except as set forth in Section 3(f) ----------------------------------- of the date hereofDisclosure Letter, since December 31, 1999 (the "Start Date"), 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 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and on or after the Start Date and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the applicable 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 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 applicable with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 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). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC DocumentsDocuments and as disclosed in Section 3(f) of the Disclosure Letter, includingthe Company has no liabilities, without limitationcontingent or otherwise, information other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements, (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 and (iii) liabilities related to borrowings under lines of credit in existence on the date of such financial statements (which liabilities and obligations referred to in Section 4(Dclauses (i), (ii) of this Agreementand (iii), contains any untrue statement of a material fact individually or omits to state any material fact necessary to make the statements therein, in the light aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany).

SEC Documents; Financial Statements. As of the date hereofSince February 29, 2000, 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 Securities Exchange Act of 1934, as amended (the "1934 Act Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered made available to the Investor Subscriber or its representatives, or they have had access through XXXXX to, true and complete representatives copies of the SEC Documents. 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, 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 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 adjustmentsadjustments that will not be material). No other written information provided by or on behalf As of the date hereof, the Company to meets the Investor which is not included in requirements for the SEC Documents, including, without limitation, information referred to in Section 4(D) use of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light Form S-3 for registration of the circumstance under which they are or were made, not misleading. Neither resale of the Company nor any Common Stock issuable upon exercise of its Subsidiaries or any the Preferred Warrants and upon conversion of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DatePreferred Shares.

SEC Documents; Financial Statements. As of Except as described in the Company’s SEC Documents, during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements proxy statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”), taking into account all permissible extensions. The Company has delivered to the Investor or its representativesTrue, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments are available on the EXXXX 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 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 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 theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company by its authorized agents to any of the Investor Subscribers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 2001, pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Investor or its representativeseach Investor, or they have each Investor has had access through XXXXX to, true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective filing dates, 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 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. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 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). No other written information provided by or on behalf of Except as set forth in the Company to the Investor which is not financial statements included in the SEC Documents, includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred other than liabilities incurred in the ordinary course of business subsequent to June 30, 2001, and liabilities of the type not required under generally accepted accounting principles to be reflected in Section 4(D) of this Agreementsuch financial statements. Such liabilities incurred subsequent to June 30, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein2001, are not, in the light aggregate, material to the financial condition or operating results of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, {00006735 } 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited or reviewed by a firm that is a member of the Public Companies Accounting Oversight Board ("“PCAOB"”) 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSince October 12, 1996, 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 Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 light of the circumstances under which they were made, not misleading. All material agreements to which the Company is a party or to which the property or assets of the Company are subject have been filed as exhibits to the SEC Documents as required. 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end immaterial audit adjustments). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(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, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor Buyers with any material, nonpublic information which was not publicly disclosed prior to information. The Company understands and confirms that the date hereof Buyers will be relying upon the foregoing representation in effecting transactions in the securities of the Company. The Company is, and any material, nonpublic information provided to at the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by will be, eligible to register securities for resale with the Company prior to such Closing DateCommission under Form S-3 promulgated under the Securities Act.

SEC Documents; Financial Statements. As of the date hereof, the The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the 1934 Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act, as applicable (all of the foregoing filed or furnished prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the Exchange 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 or furnished 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 theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, International Financial Reporting Standards as issued by a firm that is a member of the Public Companies International Accounting Oversight Standards Board ("PCAOB") “IFRS”), consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, 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). No other written information provided by adjustments which will not be material, either individually or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateaggregate).

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to two years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC DocumentsDOCUMENTS" and, together with the schedules to this agreement, the "). The Company DISCLOSURE MATERIALS") on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing 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 light of the circumstances under which they were made, not misleading. As All material agreements to which the Company is a party or to which the property or assets of their respective dates, the Company are subject have been filed as exhibits to the SEC Documents as required. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board consistent BASIS DURING THE PERIODS INVOLVED ("PCAOBGAAP") consistently applied), during the periods 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 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). No other written information provided by or on behalf of the Company to the Investor which is not included Since December 31, 1999, except as specifically disclosed in the SEC Documents, including(a) there has been no event, without limitationoccurrence or development that has resulted or that could result in a Material Adverse Effect, information referred to in Section 4(D(b) of this Agreement, contains the Company has not incurred any untrue statement of a material fact liabilities (contingent or omits to state any material fact necessary to make the statements therein, otherwise) other than (x) liabilities incurred in the light ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the circumstance under which they are Company's financial statements pursuant to GAAP or were madeotherwise required to be disclosed in filings made with the Commission, not misleading. Neither (c) the Company nor any has not altered its method of accounting or the identity of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof auditors and any material, nonpublic information provided to the Investor by (d) the Company has not declared or made any payment or distribution of cash or other property to its Subsidiaries stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateits capital stock.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act since July 1, 1995 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "Company SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and of 1933, as amended (the rules and regulations "Securities Act") or the Securities Exchange Act of 1934, as amended (the SEC promulgated thereunder "Exchange Act"), as the case may be, applicable to the such SEC Documents, and none of the Company SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact 14 or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in (i) the Company SEC Documents complied (the "Company Financial Statements") and (ii) the preliminary financial statements of the Company for the fiscal year ended April 30, 1998 (the "Preliminary Financial Statements" with April 30, 1998 being the "Balance Sheet Date") previously delivered by the Company to Parent comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved according to US GAAP (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (IIx) in the case of unaudited interim statements, to as permitted by Form 10-Q under the extent they may exclude Exchange Act and (y) in the case of the Preliminary Financial Statements, there are no footnotes or statement of cash flows) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be condensed or summary statementsindicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of There has been no material change in the Company's accounting policies except as described in the notes to the Company to Financial Statements. For the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) purposes of this Agreement, contains all financial statements referred to in this paragraph shall include any untrue statement of a material fact notes or omits schedules to state any material fact necessary to make the statements therein, such financial statements. Except as set forth in the light of Company Financial Statements or the circumstance under which they are or were madePreliminary Financial Statements, not misleading. Neither neither the Company nor any of its Subsidiaries subsidiaries has any material debt, liability or obligation of any of their officersnature, directorswhether accrued, employees absolute, contingent or agents have provided the Investor with any materialotherwise, nonpublic information and whether due or to become due (other than matters that would ordinarily be included in notes to audited financial statements, which was notes will not publicly disclosed prior be materially different from comparable notes to the date hereof Company Financial Statements), and any materialthere is no existing condition, nonpublic information provided situation or set of circumstances which are required by US GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto (other than matters that would ordinarily be included in notes to audited financial statements, which notes will not be materially different from comparable notes to the Investor by Company Financial Statements), except as incurred in the Company or its Subsidiaries or any ordinary course of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by business since the Company prior to such Closing Balance Sheet Date...

SEC Documents; Financial Statements. As The Common Stock is registered pursuant to Section 12(g) of the date hereofExchange Act, the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to under the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior within the two (2) years preceding the Effective Date or such period as the Company was required to file them or amended after the date hereof Effective Date, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to is current with its filing obligations under the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC DocumentsExchange Act. 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither Prior to February 13, 2012, the Company nor any was a shell company as defined under Rule 405 of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateExchange Act.

SEC Documents; Financial Statements. As of During the two years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934 Act (the “1934 Act”) (all of the foregoing filed prior to the date hereof or prior to the Closing Date, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered made available to the Investor Purchasers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of the SEC DocumentsDocuments 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). Upon consummation of the transactions contemplated by this Agreement, the Company’s independent registered public accounting firm will not express substantial doubt about the Company’s ability to continue as a going concern. No other written information provided by or on behalf of the Company to the Investor Purchasers which is not included in the SEC Documents, including, without limitation, information referred provided to any Purchaser by the Company in Section 4(D) anticipation of this Agreementtransaction, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSince at least January 1, 1998, 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 Securities Exchange Act of 1934, as amended (the "1934 Act Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto hereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, Buyer as requested by the Buyer true and complete copies of the SEC Documents, except for such exhibits, schedules and incorporated documents. 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor which is not included in Buyer (including the SEC Documents, including, without limitation, information referred to in Section 4(D2(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, in the light of the circumstance under which they are or were made, not misleading. Neither Except as set forth in the financial statements of the Company nor any included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior business subsequent to the date hereof of such financial statements and any material(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, nonpublic information provided in each case of clause (i) and (ii) next above which, individually or in the aggregate, are not material to the Investor 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 (each a "Contract"). None of the Company, its subsidiaries or, to the best of the Company's knowledge, any of the other parties thereto, is in breach or violation of any Contract, 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 further event or condition, would become a default by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datesubsidiaries thereunder which would have a Material Adverse Effect.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited or reviewed by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSince December 7, 1999, 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 1934 Exchange Act (all of filings with the foregoing filed prior to SEC since such date through the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being of this Agreement are hereinafter referred to as the "“SEC Documents"DOCUMENTS”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 of the SEC promulgated thereunder applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed Documents (when read together with the SEC, all exhibits included therein and financial statement schedules thereto and documents (other than exhibits) incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by principles (“GAAP”) applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis 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 not include footnotes or year-end adjustments 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 operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 1995, 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 Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, each Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. 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 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. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 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). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC Documents, includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred to in Section 4(Dother than (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, liabilities incurred in the light ordinary course of business subsequent to December 31, 1997 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, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. (a) As of the date hereofFirst Closing Date, 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 1934 Act for the two years preceding the First Closing Date (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to the date hereof First Closing Date and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) 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. Such financial statements have been prepared in accordance with generally accepted accounting principlesGAAP, and audited by a firm that is a member a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, 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 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 as of the dates thereof and the consolidated results of its operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor in connection with the Investor’s purchase of the Notes and the Warrants which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither . (c) The Company and each of the Company nor any Subsidiaries maintain a system of its Subsidiaries internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or any specific authorizations, (ii) transactions are recorded as necessary to permit preparation of their officersfinancial statements in conformity with GAAP and to maintain asset accountability, directors, employees or agents have provided (iii) reasonable controls to safeguard assets are in place and (iv) the Investor recorded accountability for assets is compared with any material, nonpublic information which was not publicly disclosed prior to the date hereof existing assets at reasonable intervals and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior appropriate action is taken with respect to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datedifferences.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("“PCAOB"”) and in accordance with generally accepted accounting 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither To the Company’s Knowledge, neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any the Closing Date shall be publicly disclosed by the Company prior to such the Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, 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 1934 Exchange Act (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being together with the Registration Statement on Form S-4 filed with the SEC on November 9, 2009, as amended and supplemented to the date hereof, are hereinafter collectively referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of any SEC Documents that are not available on or through the SEC DocumentsSEC’s Electronic Data Gathering, Analysis, and Retrieval (“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 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples in the United States of America, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor which is not included in The Company’s SEC Documents filed with the SEC Documents, including, without limitation, information referred to in Section 4(Dthrough and including the second (2 nd) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed Business Day prior to the date hereof and any material, nonpublic information provided of this Agreement are referred to herein as the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date“Recent SEC Documents.”

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX system that have been requested by each Buyer. 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(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, in the light of the circumstance under which they are or were made, made not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSeptember 30, 2004, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through the SEC’s XXXXX website to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited by a firm that is a member a member of the Public Companies Accounting Oversight Board ("PCAOB") 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 year -end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofa. Since December 31, 2005, 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 1933 Act and the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the "“SEC Documents"”). The Company , or has delivered timely filed for a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act and 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 and when taken as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . b. 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. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("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 not include footnotes, year end adjustments 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). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC Documents, includingand except for liabilities and Contractual Obligations which, without limitationindividually or taken in the aggregate would not reasonably be expected to have a Material Adverse Effect the Borrowers have no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and (ii) Contractual Obligations incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements. c. Each of the Borrowers has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act). Such disclosure controls and procedures: (A) are designed to ensure that material information referred relating to such Borrower and, with respect to the Company its Subsidiaries, is made known to such Borrower’s chief executive officer, president, chief operating officer and its chief financial officer by others within those entities, particularly during the periods in Section 4(Dwhich the Company’s reports and filings under the 1934 Act are being prepared, (B) have been evaluated for effectiveness as of the end of the most recent annual period reported to the SEC, and (C) are effective to perform the functions for which they were established. Except as set forth on Schedule 4.5(c), neither the auditors of the Borrowers nor the Board of Directors of any Borrower has been advised of: (x) any significant deficiencies or material weaknesses in the design or operation of the internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the 0000 Xxx) of this Agreementany of the Borrowers that have materially affected any of the Borrowers internal control over financial reporting; or (y) any fraud, contains any untrue statement of whether or not material, that involves management or other employees who have a material fact or omits to state any material fact necessary to make the statements therein, role in the light internal controls over financial reporting of any of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateBorrowers.

SEC Documents; Financial Statements. As of the date hereofSince at least January 1999, ------------------------------------- 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. 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 to make the statements therein, in 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed in a timely manner all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to since December 31, 1996. All such required reports, schedules, forms, statements and other documents filed by the reporting requirements of Company with the 1934 Act SEC (all of including those that the foregoing filed prior Company may file subsequent to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter hereof) are referred to herein as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, 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 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 later Filed SEC Document (as defined in Section 4.1(g)), 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 Documents, including those filed after the date hereof until the Closing, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples (except, in the case of unaudited statements, as permitted by a firm that is a member Form 10-Q of the Public Companies Accounting Oversight Board ("PCAOB"SEC) 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, 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 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). No other written information provided Except as set forth in the SEC Documents or as contemplated by this Agreement, since the date of the most recent consolidated balance sheet included in the SEC Documents neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles ("GAAP") to be set forth on behalf a consolidated balance sheet of the Company and its consolidated subsidiaries or in the related notes to the Investor consolidated financial statements prepared in accordance with GAAP which is not are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company and its subsidiaries taken as a whole, except liabilities (i) provided for in the most recent consolidated balance sheet included in the SEC Documents, including, without limitation, information referred to in Section 4(Dor (ii) incurred since the date of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, such balance sheet in the light ordinary course of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor business consistent 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datepast practices.

SEC Documents; Financial Statements. As of the date hereofSince January 1, 2002, 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 1934 Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Investor or its representativeseach Investor, or they have each Investor has had access through XXXXX to, true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective filing dates, 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 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. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 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). No other written information provided by or on behalf of Except as set forth in the Company to the Investor which is not financial statements included in the SEC Documents, includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred other than liabilities incurred in the ordinary course of business subsequent to January 31, 2003, and liabilities of the type not required under generally accepted accounting principles to be reflected in Section 4(D) of this Agreementsuch financial statements. Such liabilities incurred subsequent to January 31, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein2003, are not, in the light aggregate, material to the financial condition or operating results of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereof, the Company The Purchaser 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 1934 Securities Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company Purchaser has delivered to the Investor Company or its representativesrepresentatives true, or they have had access through XXXXX to, true correct and complete copies of the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities 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 Purchaser 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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 Purchaser 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system that have been requested by each Buyer. 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 as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor each Buyer or its representativesrespective representatives true, or they have had access through XXXXX to, true correct and complete copies of the SEC DocumentsDocuments 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, 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As The Common Stock is registered pursuant to Section 12(g) of the date hereofExchange Act, the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to under the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior within the two (2) years preceding the Effective Date or such period as the Company was required to file them or amended after the date hereof Effective Date, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the "SEC Documents"). The Company has delivered to is current with its filing obligations under the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC DocumentsExchange Act. 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 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. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except 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). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither The Company was never a shell company as defined under Rule 405 of the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the 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 or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateExchange Act.