Common use of SEC Documents; Financial Statements Clause in Contracts

SEC Documents; Financial Statements. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, the The Company has filed on a timely basis 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 Exchange Act, including material filed prior pursuant to Section 13(a) or 15(d). The Company has not provided to the date hereof and all exhibits included therein and financial statementsBuyer any information which, notes and schedules thereto and documents incorporated according to applicable law, rule or regulation, should have been disclosed publicly by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission Company but which has not been so disclosed, other than with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX systemtransactions contemplated by this Agreement. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act or the Exchange Act as the case may be and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. 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 Securities Exchange Act of 1934, as amended (the “1934 Act 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective filing dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, 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 SECor, if amended or superseded by a subsequent filing, as of the date of the last such amendment thereofor superseding filing, if amended after filingwith 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, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents ; reports filed in compliance with the Commission with respect to which the Company requested confidential treatment time periods specified in Rule 12b-25 promulgated under the rules of the Commission, the 1934 Act shall be considered timely for this purpose. The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with The reserves, if any, currently established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents (including, without limitation, information referred to in Section 2(e) of its operations and cash flows for this Agreement or in the periods then ended (subjectdisclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the case light of unaudited statements, the circumstance under which they were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein not misleading, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will not have a Material Adverse Effectcircumstance under which they are or were made.

SEC Documents; Financial Statements. During the two (2) years prior up to and including the date hereof, the Company has filed all reports, schedules, forms, statements 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, notes notes, and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statementsstatements or are subject to normal year-end adjustments) 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 the absence of footnotes and normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Investor that is not included in the SEC Documents, including, without limitation, information referred to in Section 2(g) of this Agreement, when considered together with the dates thereof and SEC Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstance under which they are or were made, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. During the two (2) years prior The Company has delivered or has made available to the date hereofPurchasers or their respective representatives true, correct and complete copies of each of the Company has 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 Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents ”) not available on the XXXXX EXXXX system. The SEC Documents include Amendment No. 1 to Form 10-12B filed by the Company on January 25, 2022, as may be further amended prior to the Spin-Off. As of their respective datesdates and any dates prior to the Closing Date, the SEC Documents complied or will comply, as applicable, 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, as applicable, 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 filingwhen filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Documents complied as to form comply or will 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared or will have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, the The Company has filed in a timely manner all reports, schedules, forms, statements and other documents that it was required to be file with the Securities and Exchange Commission ("SEC") under Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), during the 36 months preceding the date of this Agreement. As of their respective filing dates (or, if amended, when amended), all documents filed by it the Company with the SEC pursuant to SEC, whether under the reporting requirements Exchange Act or under the Securities Act of 1933, as amended (the 1934 Act "Securities Act"), during such 36-month period (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents ) complied in all material respects with the requirements of the 1934 Exchange Act and or the rules and regulations Securities Act, as the case may be. None 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 Documents as of the date of the last amendment thereof, if amended after filing, their respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The consolidated financial statements of the Company and its Subsidiary included in the SEC Documents complied (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. All such financial statements filed with the Commission subsequent to December 16, 2005 The Financial Statements have been prepared in accordance with generally accepted accounting principles, principles consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) applied and fairly present in all material respects the consolidated financial position of the Company as of and its Subsidiary at 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 audit adjustmentsnormal, recurring adjustments and the absence of footnotes). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements There is no material liability or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position commitment of the Company as or its Subsidiary that is required to be reflected in the Financial Statements which is not reflected in the most recent Financial Statements except commitments made since the date of such Financial Statements in the ordinary course of business. There have not been any changes in the assets, liabilities, financial condition or operations of the dates thereof and the results of Company or its operations and cash flows for the periods then ended (subject, Subsidiary from those reflected in the case most recent Financial Statements, except changes in the ordinary course of unaudited statementsbusiness that have not had and are not reasonably expected to have a material adverse effect on the business, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the properties, financial position condition or results of operations of the Company will not have a Material Adverse Effector its Subsidiary.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince June 1, 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 Securities Act and the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, 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, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the 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). All such Except for the Bridge Notes and as set forth in the financial statements filed with included in the Commission prior SEC Documents, the Company has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 1631, 2004 have been prepared in accordance with generally accepted accounting principles2004, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position liabilities 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) except to the extent that any failure to meet the requirements of type not required under generally accepted accounting principles or fairly present the to be reflected in such financial position or results of operations of the Company will not have a Material Adverse Effectstatements.

SEC Documents; Financial Statements. During the two one (21) years year 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and and, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During The Common Stock of the two (2Company is registered pursuant to Section 12(g) years prior to of the date hereofExchange Act, and, the Company has filed is current with 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 Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents")Exchange Act. Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or made available to the Buyers Purchaser, through the XXXXX system or their respective representatives trueotherwise, correct true and complete copies of the SEC Documents filed with the SEC since December 31, 1998. The Company has not available on provided to the XXXXX systemPurchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective 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 Documentssuch documents, and and, as of their respective filing dates, 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, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements under GAAP and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince September 30, 2007, the Company has filed all reports, schedules, forms, statements 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, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, 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, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 are complete and correct in all material respects and have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the 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). All such Except as set forth in the financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) included in the case of unaudited interim statementsSEC Documents, to the extent they may exclude footnotes Company’s knowledge the Company has no liabilities, contingent or may be condensed or summary statements) otherwise, other than liabilities incurred in the ordinary course of business subsequent to September 30, 2007, and fairly present in all material respects the financial position liabilities 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) except to the extent that any failure to meet the requirements of type not required under generally accepted accounting principles or fairly present the to be reflected in such financial position or results of operations of the Company will not have a Material Adverse Effectstatements.

SEC Documents; Financial Statements. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives trueTrue, correct and complete copies of the SEC Documents not have been made available on to the Investors through the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, the The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements Exchange Act for the two years preceding the date of such representation (or such shorter period as the 1934 Act 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 of such representation or amended or filed after the date of such representation, and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, and all registration statements filed by the Company under the Securities Act (including any Registration Statements filed hereunder), being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or made available to the Buyers or their respective representatives trueInvestor through the SEC’s website at xxxx://xxx.xxx.xxx, correct true and complete copies of the SEC Documents not available on the XXXXX systemDocuments. As of their respective datesdates (or, with respect to any filing that has been amended or superseded, the date of such amendment or superseding filing), 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, or as of the date of the last amendment thereof, if amended after filing, contained did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements 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. All such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2a) years prior to the date hereofSince December 31, 2023, the Company has filed or furnished with the SEC all reports, schedules, forms, reports 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 the 1934 Act Exchange Act, respectively (all of the foregoing filed prior to the date hereof such forms, reports and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as collectively, the "“Company SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective 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 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 with the SECdate of this Agreement, or as of the date of the last such amendment thereof, if amended after filing, contained with respect to those disclosures that are amended) 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 . (b) The consolidated 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. All such financial statements filed with the Commission subsequent to December 16, 2005 have been were prepared in accordance with generally accepted accounting principles, consistently applied, principles in the United States (“GAAP”) applied on a 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 unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or of the Company and its consolidated Subsidiaries, as of their respective dates and the results of operations and the cash flows of the Company will and its consolidated Subsidiaries for the periods presented therein. (c) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the applicable requirements of the Exchange Act and has been designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. In the last three (3) years, the Company has not had: (i) any significant deficiency or material weakness in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (ii) any fraud that involves management or any other employee who has (or has had) a significant role in the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures comply with the applicable requirements of the Exchange Act and have been designed to ensure that all material information concerning the Company and its Subsidiaries is made known on a Material Adverse Effecttimely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofExcept as disclosed in Schedule 3(f), 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or SEC (except as of the date of the last amendment thereof, if amended after filingthey may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All Except as disclosed in Schedule 3(f) or routine correspondence, such financial statements as comment letters and notices of effectiveness in connection with previously filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial registration statements or the notes thereto, (ii) in the case of unaudited interim statementsperiodic reports publicly available on XXXXX, 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 Company’s knowledge, the Company as of the dates thereof and the results or any of its operations and cash flows for Subsidiaries are not presently the periods then ended (subjectsubject of any inquiry, in investigation or action by the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectSEC.

SEC Documents; Financial Statements. During Except for its quarterly report on Form 10-Q filed on March 18, 2016, 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 Securities Exchange Act of 1934, as amended (the “1934 Act Act”) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end year­end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with The reserves, if any, established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of its operations and cash flows for a material fact or omits to state any material fact necessary in order to make the periods then ended (subjectstatements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofExcept as set forth on ----------------------------------- Schedule 3(f), since December 31, 1997, 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 Act, (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules A complete list of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the Company's SEC Documents not available is set forth on the XXXXX systemSchedule 3(f). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 Except as set forth on Schedule 3(f), 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or and (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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Neither the Company as of the dates thereof and the results nor any of its operations and cash flows for Subsidiaries or any of their officers, directors, employees or agents have provided the periods then ended (subjectBuyers with any material, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to nonpublic information. The Company will meet the requirements for the use of generally accepted accounting principles or fairly present the financial position or results of operations Form S-3 for registration of the Company will not have a Material Adverse Effectresale of the Registrable Securities (as defined in the Registration Rights Agreement) by the Buyers on and after June 1, 1999.

SEC Documents; Financial Statements. During As of the two (2) years prior to 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Investors which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstance under which they are or were made, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. During the two (2) years prior Except as set forth on Schedule 6.15, since January 1, 2018 and, to the date hereofbest of the Acquiror Company’s knowledge, for all periods prior thereto, the Acquiror Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act five (all of the foregoing filed prior to 5) years preceding the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated (or such shorter period as the Acquiror Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filingwhen 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 statement therein, in the light of the circumstances under which they were made, not misleading. As All Material Acquiror Company Contracts to which the Acquiror Company is a party or to which the property or assets of their respective dates, the Acquiror Company are subject have been appropriately filed as exhibits to the SEC Documents as and to the extent required under the Exchange Act. The financial statements of the Acquiror Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. All such financial statements filed with thereto as in effect at the Commission subsequent to December 16time of filing, 2005 have been were prepared in accordance with generally accepted accounting principles, consistently applied, GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) or, in the case of unaudited interim statementsstatements as permitted by Form 10-Q, to as the extent they case may exclude footnotes or may be condensed or summary statements) be, of the Commission), and fairly present in all material respects (subject in the case of unaudited statements, to normal, recurring audit adjustments) the financial position of the Acquiror Company as of at the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effectended.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, or for as long as the Company has had SEC reporting obligations under the 1934 Act, the Company has 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"). Except for those portions ”) on a timely basis or has received a valid extension of exhibits to such time of filing and has filed any such SEC documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered prior to the Buyers or their respective representatives trueexpiration of any such extension. True, correct and complete copies of each of the SEC Documents not are available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with United States generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents contains any untrue statement of its operations and cash flows for a material fact or omits to state any material fact necessary in order to make the periods then ended (subjectstatements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. During the two (2) years prior to 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 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits The Company (i) has - delivered or made available to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers each Investor or their respective representatives true, correct its representative true and complete copies of the SEC Documents not to the extent that each Investor or its representative has requested any such SEC Documents from the Company and (ii) agrees to deliver or make available on the XXXXX systemto each Investor or its -- representative true and complete copies of any additional SEC Documents, upon request. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with United States 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to each Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 3.5 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstances under which they are or were made, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents ; reports filed in compliance with the Commission with respect to which the Company requested confidential treatment time periods specified in Rule 12b-25 promulgated under the rules of the Commission, the 1934 Act shall be considered timely for this purpose. The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with The reserves, if any, currently established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of its operations and cash flows for a material fact or omits to state any material fact necessary in order to make the periods then ended (subjectstatements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents contains any untrue statement of its operations and cash flows for a material fact or omits to state any material fact necessary in order to make the periods then ended (subjectstatements therein not misleading, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will not have a Material Adverse Effectcircumstance under which they are or were made.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince December 31, 2018, except as set forth on Schedule 4(g), the Company has filed all reports, schedules, forms, proxy statements, information statements and other documents required to be filed or furnished by it with the SEC Company under the Securities Act and the Exchange Act, including pursuant to the reporting requirements of the 1934 Act Section 13(a) or 15(d) thereof (all of the foregoing filed prior to the date hereof and materials, including all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein and SEC correspondence, being hereinafter collectively referred to herein as the "“SEC Documents")”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or has made available to the Buyers Investor or their respective its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the 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 SEC, or as of the date of the last amendment thereof, if amended after filingwhen 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 (the “Financial Statements”) 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. All such financial statements filed with the Commission subsequent to December 16, 2005 Such Financial Statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (“GAAP”) (except (i) as may be otherwise indicated specified in such financial statements Financial Statements or the notes thereto, or thereto and (ii) in the case of any 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, year-end audit adjustments)adjustments which will not be material, either individually or in the aggregate. All such financial statements filed with The reserves, if any, established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to Investor which is not included in the SEC Documents (including, without limitation, information referred to in Section 3(d) of this Agreement or in the dates thereof and 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 results of its operations and cash flows for the periods then ended (subjectstatements therein not misleading, in the case light of unaudited statementsthe circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the Financial Statements (including, to normal year-end audit adjustments) except to without limitation, any notes or any letter of the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations independent accountants of the Company will with respect thereto), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in material compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements. Except as set forth in the SEC Documents, neither the Company nor any of its Subsidiaries has received any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of the Company or any of its Subsidiaries. The SEC has not commenced any enforcement proceedings against the Company or any of its Subsidiaries.

SEC Documents; Financial Statements. During Upon the two (2) years prior to effectiveness of the date hereofRegistration Statement and at all times thereafter, the Common Stock will be registered pursuant to Section 12 of the Exchange Act, and the Company has filed will timely file all reports, schedules, forms, statements and other documents documents, together with all exhibits, financial statements and schedules thereto, required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act Exchange Act, including material filed pursuant to Section 13(a) or 15(d) (all of the foregoing foregoing, including materials filed prior with the SEC and the Registration Statement, when declared effective and as it may be amended from time to the date hereof and all exhibits included therein and financial statementstime, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied will comply 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 and other Federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, contained Documents will contain any untrue statement of a material fact or omitted will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesthe date of delivery by the Investor and/or a holder of Warrant Shares of the prospectus contained in the Registration Statement in connection with sales of Shares by the Investor and/or holder of Warrant Shares, such prospectus will comply in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder, and other Federal, state and local laws, rules and regulations applicable to such prospectus. The financial statements of the Company included in the SEC Documents complied will 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been will be prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (ix) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (iiy) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and will 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During The Common Stock of the two Company is registered pursuant to section 12(g) of the Securities Exchange Act of 1934, as amended (2the "Exchange Act") years prior to and through and including the date hereof, the Company has 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 1934 Act Exchange Act, including material filed pursuant to section 13(a) or 15(d) (all of the foregoing filed after January 1, 1995 and prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered to the Buyers or their respective representatives true, correct Purchaser true and complete copies of the SEC Documents (other than documents incorporated by reference therein but not available on filed therewith). The Company has not provided any non-public information to the XXXXX systemPurchaser. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the such 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 filingwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16Since September 30, 2004 have 1995, there has been prepared in accordance with generally accepted accounting principlesno event, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements occurrence or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent development that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have has had a Material Adverse EffectEffect which is not disclosed in any of the SEC Documents.

SEC Documents; Financial Statements. During Except as set forth in Section 2.7 of the two (2) years prior to the date hereofDisclosure Schedules, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with under the SEC pursuant to Securities Act and the reporting requirements of Exchange Act since the 1934 Act Company’s initial public offering (all of the foregoing filed at least ten (10) days prior to the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and or the rules and regulations of Securities Act, as the SEC promulgated thereunder applicable to the SEC Documentscase may be, 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 (including the consolidated financial statements of the Company and its Subsidiaries, as applicable) included in the SEC Documents (the “Financial Statements”) and the 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. All such financial statements filed with The Financial Statements and the Commission subsequent to December 16, 2005 related notes have been prepared in accordance with accounting principles generally accepted accounting principlesin the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements the 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 statementsstatements or may conform to the SEC’s rules and instructions for reports on Form 10-Q or similar form) 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). All such financial statements material agreements that were required to be filed with as exhibits to the Commission prior SEC Documents under Item 601 of Regulation S-K (collectively, the “Material Agreements”) to December 16which the Company or any Subsidiary is a party, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes property or may be condensed or summary statements) and fairly present in all material respects the financial position assets of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (or any Subsidiary are subject, in the case of unaudited statements, to normal year-end audit adjustments) except have been filed as exhibits to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectSEC Documents.

SEC Documents; Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(b) of the Exchange Act. During the two (2) years prior to the date hereofyear preceding this Agreement, 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 Exchange Act (all of the foregoing filed prior to materials, including the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter collectively referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with At the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As times of their respective datesfiling, the SEC Documents all such reports, schedules, forms, statements and other 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 thereunder. At the SEC Documentstimes of their respective filings, such reports, schedules, forms, statements 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 other documents did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As 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 or other applicable rules and regulations with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis (“GAAP”) during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (Since February 2) years prior to the date hereof, 2024, 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 or prior to the Closing Date, and all exhibits included therein and financial statements, notes and schedules thereto (other than exhibits to such documents) and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act applicable to the Company and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with the U.S. generally accepted accounting principles, principles (“GAAP”) 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 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents (including, without limitation, information referred to in Section 2(d) of its operations and cash flows for this Agreement or in the periods then ended (subjectdisclosure 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 case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstance under which they are or were made, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince June 30, 2015, 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or SEC (except as of the date of the last amendment thereof, if amended after filingthey may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All Except routine correspondence, such financial statements as comment letters and notices of effectiveness in connection with previously filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial registration statements or the notes thereto, (ii) in the case of unaudited interim statementsperiodic reports publicly available on XXXXX, 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 Company’s knowledge, the Company as of the dates thereof and the results or any of its operations and cash flows for Subsidiaries are not presently the periods then ended (subjectsubject of any inquiry, in investigation or action by the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectSEC.

SEC Documents; Financial Statements. During Within forty-five (45) calendar days of the two (2) years prior to execution of the Agreement and from the date hereofthereafter as long as this Agreement is in place, the Company has will have 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, notes statements and schedules thereto and documents incorporated by reference therein therein, and amendments thereto, being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered to the Buyers Investor or their respective representatives trueits representatives, correct or they have had access through XXXXX to, true and complete copies of the SEC Documents not available on the XXXXX systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the 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, SEC or as of the date of the last amendment thereoftime they were amended, if amended after filingamended, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other written information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case light of unaudited statementsthe circumstance under which they are or were made, to normal year-end audit adjustments) except 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 extent that date hereof and any failure material, nonpublic information provided to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of Investor by the Company will not have a Material Adverse Effector 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. 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 foregoing, as well as all registration statements under the 1933 Act, filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 its 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude the 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to each Buyer which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein not misleading, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will not have a Material Adverse Effectcircumstance under which they are or were made.

SEC Documents; Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act. During the two (2) years prior to the date hereofyear preceding this Agreement, 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 Exchange Act (all of the foregoing filed prior to materials, including the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter collectively referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with At the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As times of their respective datesfiling, the SEC Documents all such reports, schedules, forms, statements and other 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 thereunder. At the SEC Documentstimes of their respective filings, such reports, schedules, forms, statements 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 other documents did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As 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 or other applicable rules and regulations with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis (“GAAP”) during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2a) years prior to the date hereof, the The Company has filed or furnished with the SEC all forms, reports, schedules, forms, schedules 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 the 1934 Exchange Act (all of the foregoing filed prior to the date hereof such forms, reports, schedules and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“Company SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission”) since September 30, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system2023. As of their respective 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 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 with the SECdate of this Agreement, or as of the date of the last such amendment thereofwith respect to those disclosures that are amended, 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 . (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. All such financial statements filed with the Commission subsequent to December 16, 2005 have been were prepared in accordance with generally accepted accounting principles, consistently applied, principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except (i) in each case as may be otherwise indicated therein or in such financial statements or the notes theretothereto or, or (ii) in the case of the unaudited interim statements, to as permitted by the extent they may exclude footnotes or may be condensed or summary statementsrules and regulation of the SEC) 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 unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company will not have a Material Adverse Effectand its consolidated Subsidiaries for the periods presented therein.

SEC Documents; Financial Statements. During the two Except as disclosed in Schedule 4.8: (2a) years prior to the date hereof, the The Company has filed all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to since its October 3, 2003 merger with Hunno Technologies, Inc. All such required forms, reports and documents (including those that the reporting requirements of the 1934 Act (all of the foregoing filed prior Company may file subsequent to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter hereof) are referred to herein as the "“Company SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. Reports.” As of their respective dates, the Company 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 Company SEC DocumentsReports, and none of the SEC Documents, (ii) did not at the time they were filed with the SEC, (or as of if amended or superseded by a filing prior to the date of this Agreement, then on the last amendment thereof, if amended after date of such filing, contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As . (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (the “Company Financials”), including any Company 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. All such financial statements filed with the Commission subsequent to December 16, 2005 have been (ii) was prepared in accordance with generally accepted accounting principles, consistently applied, during principles (“GAAP”) applied on a 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 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. All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position The balance sheet of the Company as of September 30, 2008, is hereinafter referred to as the dates thereof and “Company Balance Sheet Date.” Except as disclosed in the results Company Financials, neither the Company nor any of its operations and cash flows for the periods then ended Subsidiaries has any liabilities (subjectabsolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the case of unaudited statements, to normal year-end audit adjustments) except related notes to the extent that any failure consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to meet the requirements of generally accepted accounting principles or fairly present the financial position or business, results of operations or financial condition of the Company will and its Subsidiaries taken as a whole, except liabilities (i) provided for in the Company Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practices and which would not reasonably be expected to have a Company Material Adverse EffectEffect except for the Loan.

SEC Documents; Financial Statements. During the two (2a) years prior to the date hereof, the The Company has filed all reports, schedules, forms, statements documents with the Securities and other documents Exchange Commission (the "SEC") required to be filed by it with the SEC pursuant to Company under the reporting requirements of Securities Act or the 1934 Exchange Act since May 27, 1999 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "COMPANY SEC DocumentsDOCUMENTS"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and or the rules and regulations of Exchange Act, as the SEC promulgated thereunder applicable to the SEC Documentscase may be, and none of the Company 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, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesThe Company has made available to Purchaser each registration statement, report, proxy statement or information statement prepared by it and filed with the SEC since May 27, 1999, in the form, including any exhibits or amendments thereto, filed with the SEC (collectively, the "COMPANY REPORTS"). The financial statements of the Company included in the Company SEC Documents and the Company Reports (the "COMPANY FINANCIAL STATEMENTS") as of their respective dates complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such financial statements filed with the Commission subsequent to December 16, 2005 have been were prepared in accordance with generally accepted accounting principlesprinciples (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q or 10-QSB of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein or 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 at the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments set forth therein). All such financial statements The audited consolidated balance sheet of the Company and its Subsidiaries as of February 29, 2000 is sometimes referred to herein as the "REFERENCE BALANCE SHEET". Notwithstanding anything herein to the contrary, the failure of the Company to have filed with the Commission prior SEC any agreement referred to December 16in the Company Disclosure Letter as an exhibit to a Company Report shall not be deemed a breach of the Company's representations contained in this Section 5.5(a). The Company has heretofore made available or promptly shall make available to Purchaser a complete and correct copy of any amendments or modifications, 2004 which have not yet been filed with the SEC, to agreements, documents or other instruments which previously have been prepared filed with the SEC pursuant to the Securities Act or the Exchange Act. (b) Section 5.5(b) of the Company Disclosure Letter contains the unaudited pro forma consolidated balance sheets of the Company and its Subsidiaries as of February 28, 1999, February 29, 2000 and February 28, 2001 (each, a "PRO FORMA BALANCE SHEET"), and the unaudited pro forma consolidated statements of income of the Company and its Subsidiaries for the years ended February 28, 1999, February 29, 2000 and February 28, 2001 (each, a "PRO FORMA INCOME STATEMENT"). Such statements present information on the basis of the assumptions set forth therein as of or for the periods ending on February 28, 1999, February 29, 2000 and February 28, 2001, as applicable. Such statements are based on, and should be read in accordance with generally accepted accounting principlesconjunction with, consistently applied, during the period involved (except (i) as may be otherwise indicated in such historical consolidated financial statements or the notes thereto, (ii) included in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and Company SEC Documents. Each Pro Forma Balance Sheet fairly present presents in all material 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 (subjectSubsidiaries, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present excluding the financial position or of Life Sciences and Consolidated Technologies, Inc., as applicable, as of its respective date on the basis of the assumptions set forth therein. Each Pro Forma Income Statement fairly presents in all material respects the results of operations of the Company will not have a Material Adverse Effectand its Subsidiaries, excluding the results of operations of Life Sciences and Consolidated Technologies, Inc., as applicable, for the periods set forth therein on the basis of the assumptions set forth therein.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofEffective Date, 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 included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents")Exchange Act. Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or has made available to the Buyers Buyer or their respective its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, or as of the respective dates of any amendments thereto, as applicable, 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, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with The reserves, if any, established by the Commission prior Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the Effective Date and there are no loss contingencies that are required to December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Buyer which is not included in the SEC Documents (including, without limitation, information referred to in this Agreement or in the Disclosure Schedules) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. During Except as would not cause the two Company to become ineligible to use Form S-3, during the one (21) years year 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 during the one (1) year period prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or has made available to the Buyers Holder or their respective its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with The reserves, if any, established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case otherwise. The Company is not currently contemplating to amend or restate any 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 statements (including, without limitation, any notes or any letter of the independent accountants of the Company as with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the dates thereof Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the results rules and regulations of the SEC. The Company has not been informed by its operations and cash flows independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the periods then ended (subject, in the case of unaudited statements, Company to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectFinancial Statements.

SEC Documents; Financial Statements. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(e) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein not misleading, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will not have a Material Adverse Effectcircumstance under which they are or were made.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince January 1, 1998, 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince March 31, 2017, 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or SEC (except as of the date of the last amendment thereof, if amended after filingthey may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All Except routine correspondence, such financial statements as comment letters and notices of effectiveness in connection with previously filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial registration statements or the notes thereto, (ii) in the case of unaudited interim statementsperiodic reports publicly available on XXXXX, 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 Company’s knowledge, the Company as of the dates thereof and the results or any of its operations and cash flows for Subsidiaries are not presently the periods then ended (subjectsubject of any inquiry, in investigation or action by the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectSEC.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, or for as long as the Company has had SEC reporting obligations under the 1934 Act, the Company has 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"). Except for those portions ”) on a timely basis or has received a valid extension of exhibits to such time of filing and has filed any such SEC documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered prior to the Buyers or their respective representatives trueexpiration of any such extension. True, correct and complete copies of each of the SEC Documents not are available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with United States generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents contains any untrue statement of its operations and cash flows for a material fact or omits to state any material fact necessary in order to make the periods then ended (subjectstatements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince January 1, 2015, 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or SEC (except as of the date of the last amendment thereof, if amended after filingthey may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All Except routine correspondence, such financial statements as comment letters and notices of effectiveness in connection with previously filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial registration statements or the notes thereto, (ii) in the case of unaudited interim statementsperiodic reports publicly available on XXXXX, 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 Company’s knowledge , the Company as of the dates thereof and the results or any of its operations and cash flows for Subsidiaries are not presently the periods then ended (subjectsubject of any inquiry, in investigation or action by the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectSEC.

SEC Documents; Financial Statements. During The Issuers and the two (2) years prior to the date hereof, the Company has Guarantors have filed all reports, schedules, forms, statements and other documents required to be filed by it them with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act (Act,” and all of the foregoing and such other information as may have been filed with or furnished to the SEC by the Issuers and the Guarantors on or prior to the date hereof hereof, including all amendments and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein therein, being hereinafter collectively referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, and after giving effect to any amendments thereto filed prior to the date hereof, 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, after giving effect to any amendments thereto filed prior to the date hereof, 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. All After giving effect to any amendments thereto filed prior to the date hereof, such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Issuers and the Guarantors 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 audit adjustments). All such financial statements filed with No other information provided by or on behalf of the Commission prior Issuers, the Guarantors or their Subsidiaries to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) Buyer which is not included in the case SEC Documents contains any untrue statement of unaudited interim statements, a material fact or omits to state any material fact necessary in order to make 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 (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstance under which they are or were made when taken as a whole with all SEC Documents and other information provided to Buyer, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. During The Common Stock of JUNI is registered pursuant to Section 12(g) of the two Securities Exchange Act of 1934, as amended (2the "Exchange Act") years prior to and listed on the date hereof, NASD OTC Electronic Bulletin Board and currently quoted on the Company NASD OTC Bulletin Board under the ticker symbol "JUNI.OB" . JUNI has 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 1934 Exchange Act, including material filed pursuant to Section 13(a) or 15(d), in addition to one or more registration statements and amendments thereto heretofore filed by JUNI with the SEC under the Securities Act of 1933, as amended (the "Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company JUNI has delivered to the Buyers or their respective representatives true, correct Seller true and complete copies of the SEC Documents not available on the XXXXX system(except for exhibits and incorporated documents). As of their respective datesdates and to the best of my knowledge, the SEC Documents complied in all material respects with the requirements of the 1934 Act or the Exchange Act as the case may be and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company JUNI 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company JUNI 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, the The Company has filed in ----------------------------------- a timely manner all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the 1934 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act") (all of the foregoing filed prior to or on the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions As of exhibits to documents filed the date of filing of such SEC Documents, each such SEC Document, as it may have been subsequently amended by filings made by the Company with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered prior to the Buyers or their respective representatives truedate hereof, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the such SEC Documents, and none Document. None of the SEC Documents, at the time they were filed with the SEC, or as of the date of filed and as they may have been subsequently amended by filings made by the last amendment thereof, if amended after filingCompany with the Commission prior to the date hereof, 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 thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with accounting principles generally accepted accounting principlesin the United States, 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) ), correspond to the books and records of the Company 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 their operations and cash flows for the periods then ended (subjectended. No other written information provided by or on behalf of the Company to the Purchasers that is not included in the 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 the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position light of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subjectcircumstances under which they are or were made, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince ----------------------------------- December 31, 1998 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the The Company requested confidential treatment under the rules of the Commission, the Company (i) has delivered or made available, including via EDGAR, to the Buyers each Buyer or their respective representatives true, correct its represexxxxxve true and complete copies of the SEC Documents not as each Buyer or its representative has requested from the Company and (ii) agrees to deliver or make available on the XXXXX systemto each Buyer or its representative true and complete copies of any additional SEC Documents, upon request. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, the The Company has filed all quarterly and annual reports, to the best of its knowledge, all other 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, notes 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"). Except for those portions of exhibits to documents filed with the Commission with respect to which Upon written request the Company requested confidential treatment under the rules of the Commission, the Company has delivered will deliver to the Buyers or their respective representatives true, correct Buyer true and complete copies of the SEC Documents not available on the XXXXX systemDocuments, except for such exhibits and incorporated documents. As of their respective datesdates or if amended, as of the dates of the amendments, 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. 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 prior the date hereof). As of their respective datesdates or if amended, as of the dates of the amendments, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, The Company is subject to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position reporting requirements 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect0000 Xxx.

SEC Documents; Financial Statements. 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 Securities and Exchange Commission (the “SEC” or “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”) (all of (i) the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein and (ii) the Registration Statement (as hereinafter defined), being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered to the Buyers or their respective representatives Placement Agent true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude the 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Placement Agent which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein not misleading, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will not have a Material Adverse Effectcircumstance under which they are or were made.

SEC Documents; Financial Statements. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, except for the classification of certain warrants as equity in the Company’s quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2010, June 30, 2010, and September 30, 2010, which should have been properly classified as liabilities as further described in the Company’s Form 8-K filed on January 12, 2011, 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, except for the classification of certain warrants as equity in the Company’s quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2010, June 30, 2010, and September 30, 2010, which should have been properly classified as liabilities as further described in the Company’s Form 8-K filed on January 12, 2011, 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. All Except for the classification of certain warrants as equity in the Company’s quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2010, June 30, 2010, and September 30, 2010, which should have been properly classified as liabilities as further described in the Company’s Form 8-K filed on January 12, 2011, such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents contains any untrue statement of its operations and cash flows for a material fact or omits to state any material fact necessary in order to make the periods then ended (subjectstatements therein not misleading, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the circumstance under which they are or were made. Neither the Company will nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince March 11, 2022, 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 Company’s filings with the SEC during the past two (2) years prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX systemsystem that has been requested in writing (including e-mails from any Buyer to the Company) by any Buyer. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with The reserves, if any, established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or otherwise. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes with respect thereto, (ii) included in the case SEC Documents (the “Financial Statements”), nor is the Company currently aware of unaudited interim statements, facts or circumstances which would require the Company to the extent they may exclude footnotes amend or may be condensed or summary statements) and fairly present in all material respects the financial position restate any of the Company as Financial Statements, in each case, in order for any of the dates thereof Financial Statements to be in compliance with GAAP and the results rules and regulations of the SEC. The Company has not been informed by its operations and cash flows independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the periods then ended (subject, in the case of unaudited statements, Company to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectFinancial Statements.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofExcept as set forth on Schedule 3(k), since December 31, 2003, 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 (“1934 Act Act”) (all of the foregoing filed prior to the date hereof hereof, and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, After giving effect to the extent they may exclude footnotes 8-K Filing (as defined below), no other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Investors which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstance under which they are or were made, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. During the two one (21) years year 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 Regulation A promulgated under the 1934 Securities Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act Regulation A 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude the 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). All such financial statements filed with the Commission prior to December 16adjustments which will not be material, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements either individually or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effectaggregate).

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince February 28, 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, as amended (the "1934 Act Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered made available to the Buyers Subscriber or their respective its representatives true, correct and complete copies of the SEC Documents not available on the XXXXX systemDocuments. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position As of the date hereof, the Company as meets the requirements for the use of Form S-3 for registration 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations resale of the Company will not have a Material Adverse EffectWarrant Shares.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has 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 Securities Exchange Act of 1934, as amended (the “1934 Act Act”) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX EXXXX system. As Subject to the subsequent filing of an amendment to an SEC Document with the SEC prior to date of this Agreement, as of their respective dates, the SEC Documents 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with The reserves, if any, established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of its operations and cash flows for a material fact or omits to state any material fact necessary in order to make the periods then ended (subjectstatements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements. The Company has engaged BX Xxxxxx CPA PC to audit the consolidated financial results for the Company and its subsidiaries.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince December 31, 2015, 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or SEC (except as of the date of the last amendment thereof, if amended after filingthey may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All Except routine correspondence, such financial statements as comment letters and notices of effectiveness in connection with previously filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial registration statements or the notes thereto, (ii) in the case of unaudited interim statementsperiodic reports publicly available on XXXXX, 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 Company’s knowledge, the Company as of the dates thereof and the results or any of its operations and cash flows for Subsidiaries are not presently the periods then ended (subjectsubject of any inquiry, in investigation or action by the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectSEC.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince January 1, 2015, 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or SEC (except as of the date of the last amendment thereof, if amended after filingthey may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All Except routine correspondence, such financial statements as comment letters and notices of effectiveness in connection with previously filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial registration statements or the notes thereto, (ii) in the case of unaudited interim statementsperiodic reports publicly available on XXXXX, 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 Company’s knowledge, the Company as of the dates thereof and the results or any of its operations and cash flows for Subsidiaries are not presently the periods then ended (subjectsubject of any inquiry, in investigation or action by the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectSEC.

SEC Documents; Financial Statements. During the two (2) years prior to 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, 2005, 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, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied as to form 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, 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 The Financial Statements and the published rules and regulations of the SEC with respect thereto. All such financial statements filed with the Commission subsequent to December 16, 2005 related notes have been prepared in accordance with accounting principles generally accepted accounting principlesin the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto, or (ii) 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). All such financial statements material agreements that were required to be filed with as exhibits to the Commission prior SEC Documents under Item 601 of Regulation S-K (collectively, the “Material Agreements”) to December 16which the Company or any Subsidiary of the Company is a party, 2004 or the property or assets of the Company or any Subsidiary of the Company are subject, have been prepared filed as exhibits to the SEC Documents. To the Company’s knowledge, all Material Agreements are valid and enforceable against the Company in accordance with generally accepted accounting principlestheir respective terms, consistently applied, during the period involved (except (i) as enforceability may be otherwise indicated in such financial statements limited by applicable bankruptcy, insolvency, reorganization or the notes theretomoratorium 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 breach of or default under any of the case of unaudited interim statementsMaterial Agreements, and to the extent they may exclude footnotes Company's knowledge, no other party to a Material Agreement is in breach of or may default under such Material Agreement, except in each case, for such breaches or defaults as would not reasonably 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, expected to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect. The Company has not received a notice of termination of any of the Material Agreements.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, the The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of Exchange Act for the 1934 Act 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, notes statements and schedules thereto and documents incorporated by reference therein therein, and all registration statements filed by the Company under the Securities Act (including any Registration statements filed hereunder), being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or made available to the Buyers or their respective representatives trueInvestor through the SEC’s website at xxxx://xxx.xxx.xxx, correct true and complete copies of the SEC Documents not available on the XXXXX systemDocuments. As of their respective datesdates (or, with respect to any filing that has been amended or superseded, the date of such amendment or superseding filing), 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, or as of the date of the last amendment thereof, if amended after filing, contained did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements 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. All such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofExcept as set forth on Schedule 3(k), the Company has in all material respects 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, notes and schedules thereto and documents incorporated by reference therein and the Registration Statement being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As Except as set forth on Schedule 3(k), as of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. All such Such financial statements statements, when filed with the Commission subsequent to December 16SEC, 2005 will have been prepared in accordance with generally accepted accounting principlesU.S. Generally Accepted Accounting Principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude 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). All such financial statements filed with The reserves, if any, established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents (including, without limitation, information referred to in Section 2(e) of its operations and cash flows for this Agreement or in the periods then ended (subjectdisclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. During the two (2) years prior to 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 the two years preceding the date hereof or amended after the date hereof and all exhibits included therein and financial statements, notes 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"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered made available to the Buyers or their respective representatives trueInvestor through the SEC’s website at xxxx://xxx.xxx.xxx, correct true and complete copies of the SEC Documents not available on the XXXXX systemDocuments. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act 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, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of respective 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. 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 hereof, including without limitation, Current Reports on Form 6-K filed by the Company with the SEC whether required to be filed or not, and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesInternational Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents (including, without limitation, information referred to in Section 2(e) of its operations and cash flows for this Agreement or in the periods then ended (subjectdisclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with IFRS and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. 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 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein not misleading, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will not have a Material Adverse Effectcircumstance under which they are or were made.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince December 31, 2020, except as set forth on Schedule 4(g), the Company has filed all reports, schedules, forms, proxy statements, information statements and other documents required to be filed or furnished by it with the SEC Company under the Securities Act and the Exchange Act, including pursuant to the reporting requirements of the 1934 Act Section 13(a) or 15(d) thereof (all of the foregoing filed prior to the date hereof and materials, including all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein and SEC correspondence, being hereinafter collectively referred to herein as the "“SEC Documents")”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or has made available to the Buyers Investor or their respective its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the 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 SEC, or as of the date of the last amendment thereof, if amended after filingwhen 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 (the “Financial Statements”) 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. All such financial statements filed with the Commission subsequent to December 16, 2005 Such Financial Statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (“GAAP”) (except (i) as may be otherwise indicated specified in such financial statements Financial Statements or the notes thereto, or thereto and (ii) in the case of any 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, year-end audit adjustments)adjustments which will not be material, either individually or in the aggregate. All such financial statements filed with The reserves, if any, established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to Investor which is not included in the SEC Documents (including, without limitation, information referred to in Section 3(d) of this Agreement or in the dates thereof and 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 results of its operations and cash flows for the periods then ended (subjectstatements therein not misleading, in the case light of unaudited statementsthe circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the Financial Statements (including, to normal year-end audit adjustments) except to without limitation, any notes or any letter of the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations independent accountants of the Company will with respect thereto), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in material compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements. Except as set forth on Schedule 4(g), neither the Company nor any of its Subsidiaries has received any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of the Company or any of its Subsidiaries. The SEC has not commenced any enforcement proceedings against the Company or any of its Subsidiaries.

SEC Documents; Financial Statements. During Except as set forth in the two SEC Documents, (2i) 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 Commission pursuant to the reporting requirements of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act") subsequent to December 31, 1995 (all of the foregoing filed prior to the date hereof and foregoing, including all exhibits included therein and financial statements, notes and schedules thereto and documents material incorporated by reference therein therein, being hereinafter referred to herein as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As (ii) as of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documents, and (iii) 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 filingCommission, 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 , (iv) 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. All , and (v) such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, 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 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 of the respective balance sheets 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, The Company has made available to the extent they may exclude footnotes or may be condensed or summary statements) Subscribers true and fairly present in all material respects the financial position complete copies of the Company as SEC Documents. None of the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements made in any such SEC Documents is, in the case of unaudited statementsor has been, required to normal year-end audit adjustments) be updated or amended under applicable law except to the extent that any failure updated or amended in subsequent SEC Documents. Except as set forth in the most recent financial statements of the Company included in the SEC Documents, the Company has no material liabilities, contingent or otherwise, other than (x) liabilities incurred in the ordinary course of business subsequent to meet the requirements date of such financial statements and (y) 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. Neither the Company nor its subsidiaries is in breach or fairly present violation of any contracts, agreements, leases or other instruments (each a "Contract") to which the financial position Company or results any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of operations the properties or assets of the Company will not or any subsidiary is subject, which breach or violation would have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince September 30, 2015, 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or SEC (except as of the date of the last amendment thereof, if amended after filingthey may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All Except routine correspondence, such financial statements as comment letters and notices of effectiveness in connection with previously filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial registration statements or the notes thereto, (ii) in the case of unaudited interim statementsperiodic reports publicly available on XXXXX, 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 Company’s knowledge, the Company as of the dates thereof and the results or any of its operations and cash flows for Subsidiaries are not presently the periods then ended (subjectsubject of any inquiry, in investigation or action by the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectSEC.

SEC Documents; Financial Statements. During the two (2) years prior to 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 under Section 13 or 15(d) of the Securities Exchange Act of 1934 Act (the “Exchange Act”) during 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 the two years preceding the date hereof as amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein and including the 10-K for the year ended December 31, 2015 to be filed on or about the date hereof, being hereinafter referred to as the "“SEC Documents")”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered to the Buyers Investor or their respective representatives trueits representatives, correct or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents not available on the XXXXX systemDocuments. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstance under which they are or were made, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. During Certain of the two (2Common Stock of the Company is registered pursuant to Section 12(g) years prior to of the date hereofExchange Act, and, except as disclosed in the SEC Documents, 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, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or made available to the Buyers or their respective representatives true, correct Investor true and complete copies of the SEC Documents not available on filed with the XXXXX systemSEC since June 16, 1999. 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 Documentssuch documents, and and, as of their respective filing dates, 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, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements under the United States Generally Accepted Accounting Principles, as those conventions, rules and procedures are determined by the Financial Accounting Standards Board ("GAAP"), and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to Since the date hereofof the Company's initial public offering, 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, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered to the Buyers each Buyer, or their respective representatives trueeach Buyer has had access to, correct true and complete copies of the SEC Documents not available on the XXXXX systemDocuments, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act or the 1933 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, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the 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). All such Except as set forth in the financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) included in the case SEC Documents, the Company has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of unaudited interim statementsbusiness subsequent to January 2, to the extent they may exclude footnotes or may be condensed or summary statements) 1999, and fairly present in all material respects the financial position liabilities 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) except to the extent that any failure to meet the requirements of type not required under generally accepted accounting principles or fairly present to be reflected in such financial statements. Such liabilities incurred subsequent to January 2, 1999 are not, in the aggregate, material to the financial position condition or operating results of operations of the Company will not have a Material Adverse EffectCompany.

SEC Documents; Financial Statements. During the two (2) years prior to Since the date hereofof the Company's initial public offering, 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, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered to the Buyers each Buyer, or their respective representatives trueeach Buyer has had access to, correct true and complete copies of the SEC Documents not available on the XXXXX systemDocuments, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act or the 1933 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, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the 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). All such Except as set forth in the financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) included in the case of unaudited interim statementsSEC Documents, and except pursuant to the extent they may exclude footnotes or may be condensed or summary statements) $6,100,000 Loan Agreement dated as of July 1, 1998, between the Company and fairly present in all material respects the financial position Economic Development Authority of the City of Belle Plaine, Minnesota, the Company as has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to January 3, 1998, and liabilities 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) except to the extent that any failure to meet the requirements of type not required under generally accepted accounting principles or fairly present to be reflected in such financial statements. Such liabilities incurred subsequent to January 3, 1998 are not, in the aggregate, material to the financial position condition or operating results of operations of the Company will not have a Material Adverse EffectCompany.

SEC Documents; Financial Statements. During Except as set forth in Section 3(k) of the Disclosure Letter, during the two (2) years prior to the date hereof, the Company has 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered to the Buyers Holder or their respective its representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As Except as set forth in Section 3(k) of the Disclosure Letter, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 Except as set forth in Section 3(k) of the Disclosure Letter, as of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. All Except as set forth in Section 3(k) of the Disclosure Letter, such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Holder which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein not misleading, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will not have a Material Adverse Effectcircumstance under which they are or were made.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince December 31, 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 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the circumstances under which they are or were made, not misleading. Neither the Company will not nor any of its subsidiaries nor any of their officers, directors, employees or agents have a Material Adverse Effectprovided the Buyers with any material, nonpublic information.

SEC Documents; Financial Statements. During (a) The Company is and has been for not less than one year prior to the two date hereof a mandatory reporting company under the Securities Exchange Act of 1934, as amended (2the “Exchange Act”).. (b) The Company has never been a “shell company” as such term is given meaning under Rule 12b-2 promulgated under the Exchange Act or Rule 144(i) promulgated under the Securities Act. (c) Except as set forth on Schedule 2.6, during the five (5) 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 Commission pursuant to the reporting requirements of the 1934 Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or Investor and/or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the 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. . (d) 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. All such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, The Common Stock of the Company has is registered pursuant to Section 12(g) of the Exchange Act and the Company has, except as set forth in Schedule 3(g), 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, including material filed pursuant to Section 13(a) or 15(d), in addition to one or more registration statements and amendments thereto heretofore filed by the Company with the SEC under the Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the CommissionThe Company, the Company through its agent, has delivered to the Buyers or their respective representatives true, correct Buyer true and complete copies of the SEC Documents (except for exhibits and incorporated documents). The Company has not available on provided to the XXXXX systemBuyer any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective dates, the SEC Documents complied in all material respects with the requirements of or the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to 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 February 3, 2012, 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, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "“SEC Documents"”). Except for those portions of exhibits as otherwise expressly stated herein, all references in this Agreement to documents information disclosed or described in the SEC Documents shall include the disclosure set forth on Exhibit C hereto to the extent such disclosure is filed with the Commission with respect SEC on a Form 8-K on or before 9:30 a.m., New York local time, on December 12, 2012. The Company is eligible to which the Company requested confidential treatment register its Common Stock for resale using Form S-1 promulgated under the rules of the Commission, the Securities Act. The Company has delivered to the Buyers each Purchaser, or their respective representatives trueeach Purchaser has had access to, correct true and complete copies of the SEC Documents not available on the XXXXX systemDocuments. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act 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, 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 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. All such financial statements filed with The Financial Statements and the Commission subsequent to December 16, 2005 related notes have been prepared in accordance with accounting principles generally accepted accounting principlesin the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto, or (ii) 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). All such financial statements material agreements that were required to be filed with as exhibits to the Commission prior SEC Documents under Item 601 of Regulation S-K (collectively, the “Material Agreements”) to December 16which the Company or any Subsidiary of the Company is a party, 2004 or the property or assets of the Company or any Subsidiary of the Company are subject, have been prepared filed as exhibits to the SEC Documents. All Material Agreements are valid and enforceable against the Company in accordance with generally accepted accounting principlestheir respective terms, consistently applied, during the period involved (except (i) as enforceability may be otherwise indicated in such financial statements limited by applicable bankruptcy, insolvency, reorganization, or the notes theretomoratorium 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 breach of or default under any of the case of unaudited interim statementsMaterial Agreements, and to the extent they may exclude footnotes Company’s knowledge, no other party to a Material Agreement is in breach of or may default under such Material Agreement, except in each case, for such breaches or defaults as would not reasonably 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, expected to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect. The Company has not received a notice of termination nor is the Company otherwise aware of any threats to terminate any of the Material Agreements.

SEC Documents; Financial Statements. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies All of the SEC Documents not are available on the XXXXX EXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents contains any untrue statement of its operations and cash flows for a material fact or omits to state any material fact necessary in order to make the periods then ended (subjectstatements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the There are no SEC Documents not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other written information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Buyers since the Company first signed confidentiality agreements with the Buyers on December 8, 2011, which is not included in the SEC Documents, including, without limitation, written information referred to in Section 2(d) of this Agreement or in the dates thereof and 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 results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstance under which they are or were made, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. During Except for the two Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019, the Company’s Quarterly Report on Form 10-Q for the three months ended December 31, 2018, the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2018, and the financial statements required by Regulation S-X related to the Company’s acquisition of ECS Labs, LLC, during the one (21) years year 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(e) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein not misleading, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will not have a Material Adverse Effectcircumstance under which they are or were made.

SEC Documents; Financial Statements. 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 (i) 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”) and, (ii) if required by French securities rules and regulations (the “French Securities Laws”), with any applicable French securities regulatory body (the “French Documents”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstance under which they are or were made, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince January 1, 1998, 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstance under which they are or were made, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”), except for Form 10-Qs for the quarters ended June 30, 2016 and September 30, 2016 and Form 10-K for year ended December 31, 2016. Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with The reserves, if any, established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents (including, without limitation, information referred to in Section 2(e) of its operations and cash flows for this Agreement or in the periods then ended (subjectdisclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince March 31, 2015, 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or SEC (except as of the date of the last amendment thereof, if amended after filingthey may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All Except routine correspondence, such financial statements as comment letters and notices of effectiveness in connection with previously filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial registration statements or the notes thereto, (ii) in the case of unaudited interim statementsperiodic reports publicly available on XXXXX, 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 Company’s knowledge, the Company as of the dates thereof and the results or any of its operations and cash flows for Subsidiaries are not presently the periods then ended (subjectsubject of any inquiry, in investigation or action by the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectSEC.

SEC Documents; Financial Statements. During the two (21) years prior to the date hereof, the The Company has filed all required reports, schedulesproxy statements, forms, statements and other documents required to be filed by it with the SEC pursuant to Securities and Exchange Commission (the reporting requirements of “SEC”) since January 1, 2022 (collectively, the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents")”) and has paid, on a timely basis, all fees and assessments due and payable in connection therewith. Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies Each of the SEC Documents not available on the XXXXX system. As Documents, as of their its respective datesdate, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and 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, except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document filed and publicly available prior to the date of this Agreement, none of the SEC Documents, 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. (2) The Company (i) has implemented and maintains, and at all times since January 1, 2022, has maintained, disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the individuals responsible for the preparation of the Company’s filings with the SEC and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the Board of Director’s audit committee (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting. As of their respective datesthe date of this Agreement, to the Knowledge of the Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. (3) There is no transaction, arrangement or other relationship between the Company and/or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its SEC Documents and is not so disclosed. All material agreements to which the Company is a party or to which the property or assets of the Company are subject are included as part of or identified in the SEC Documents, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC. (4) The financial statements of the Company and its consolidated Subsidiaries included or incorporated by reference in the SEC Documents (a) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All , in each case as of the date such financial statements filed with the Commission subsequent to December 16SEC Document was filed, 2005 and (b) have been prepared in accordance with generally accepted accounting principles, consistently applied, principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) 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 of the Company and its consolidated subsidiaries for the periods then ended (subject, in the case of unaudited statements, to normal year-end recurring audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. 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 and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude the 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to Buyer which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein not misleading, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will not have a Material Adverse Effectcircumstance under which they are or were made.

SEC Documents; Financial Statements. During the two (2a) years prior to the date hereof, the Company The Buyer has filed with the Securities and Exchange Commission (the “SEC”) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to by the reporting requirements of Buyer since January 1, 2006 (collectively, the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their its respective datesfiling date, the each SEC Documents Document complied in all material respects with the requirements of the 1934 Securities Exchange Act of 1934, as amended, and the Securities Act, as the case may be, as and to the extent applicable thereto, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document. Except to the extent that information contained in any SEC DocumentsDocument filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed SEC Document, 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 Documents contains any untrue statement of a material fact or omitted omits to state a any 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 . (b) The consolidated financial statements of the Company Buyer included in the SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesGAAP (except, consistently appliedin the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present presented, in all material respects accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of the Company that Buyer and its consolidated subsidiaries 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince March 31, 2017, 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or SEC (except as of the date of the last amendment thereof, if amended after filingthey may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All Except for routine correspondence, such financial statements as comment letters and notices of effectiveness in connection with previously filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial registration statements or the notes thereto, (ii) in the case of unaudited interim statementsperiodic reports publicly available on XXXXX, 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 Company’s knowledge, the Company as of the dates thereof and the results or any of its operations and cash flows for Subsidiaries are not on the periods then ended (subjectdate hereof the subject of any inquiry, in investigation or action by the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.SEC. 

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince August 20, 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 Act, (all of the foregoing filed since December 31, 1998 and prior to the date hereof and the draft, dated March 10, 2000, of the Company's Form 10-K for the year ended December 31, 1999 which has been provided to each of the Buyers (the "Draft 1999 10-K") and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules A complete list of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the Company's SEC Documents not available is set forth on the XXXXX systemSchedule 3(f). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none other than the fact that on March 2, 2000 the Company filed a Form 10-Q/A amending its Form 10-Q for the three months ended September 30, 1999, however the Company does not believe that it has any liability for the filing of, or the disclosures contained in, such Form 10-Q/A or Form 10-Q. 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed Neither the Company nor any of its Subsidiaries nor any of their officers, directors, employees or agents have provided the Buyers with the Commission prior to December 16any material, 2004 have been prepared in accordance with generally accepted accounting principlesnonpublic information, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) disclosed 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 yearDraft 1999 10-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effect.K.

SEC Documents; Financial Statements. During The Common Stock of the two (2Company is registered pursuant to Section 12(g) years prior to of the date hereofExchange Act. Since January 1, 1999 the Company has 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 Act Exchange Act, including pursuant to Section 13, 14 or 15(d) thereof (all of the foregoing filed prior to the date hereof materials and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein being hereinafter collectively referred to herein as the "SEC DocumentsDOCUMENTS"). Except for those portions , on a timely basis or has received a valid extension of exhibits to documents such time of filing and has filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered any such SEC Documents prior to the Buyers or their respective representatives true, correct and complete copies expiration of the SEC Documents not available on the XXXXX systemany such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the 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 SEC, or as of the date of the last amendment thereof, if amended after filingwhen 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. All agreements to which the Company or any of its Subsidiaries is a party or to which the property or assets of the Company or any of its Subsidiaries are subject and which are required to be filed as exhibits to the SEC Documents have been filed as exhibits to the SEC Documents as required and neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party is in breach of any such agreement. 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 at the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Purchasers which is not included in the SEC Documents, including, without limitation, information referred to in Section 2.1(i) 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 light of the dates thereof and circumstances under which they are or were made, not misleading. The Company acknowledges that the results of its operations and cash flows for the periods then ended (subject, Purchasers will be trading in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations securities of the Company will not have a Material Adverse Effectin reliance on the foregoing representation and warranty.

SEC Documents; Financial Statements. During Except as set forth in Schedule 3.1(p), 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 under Section 13(a) or 15(d) of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”), or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension, except to the extent such extension has not yet expired. Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of as disclosed in the SEC Documents not available on the XXXXX system. As Documents, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 Except as disclosed in the SEC Documents, 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. All Except as disclosed in the SEC Documents, such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, applied during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with The reserves, if any, established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents (including, without limitation, information referred to in Section 3.2(g) of its operations and cash flows for this Agreement or in the periods then ended (subjectdisclosure 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 case light of unaudited statementsthe circumstance under which they are or were made, not misleading. Except as disclosed in the SEC Documents, the Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. Except as disclosed in the SEC Documents, the Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company Issuer 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 or prior to the Closing Date, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 filing 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 with respect thereto. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Issuer and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may adjustments which will not be otherwise indicated in such financial statements material either individually or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse Effectaggregate).

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince March 31, 2022, except as set forth on Schedule 6.11(a), 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC Commission 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 filingCommission, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesGAAP, 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). All such The Company is not currently contemplating amending or restating any of the financial statements filed with (including, without limitation, any 22 notes or any letter of the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position independent accountants of the Company as with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the dates thereof Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the results rules and regulations of the Commission. The Company has not been informed by its operations and cash flows independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the periods then ended (subject, in the case of unaudited statements, Company to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of the Company will not have a Material Adverse EffectFinancial Statements.

SEC Documents; Financial Statements. During the two (2) years prior to 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 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits The Company (i) has - delivered or made available to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers each Investor or their respective representatives true, correct its representative true and complete copies of the SEC Documents not to the extent that each Investor or its representative has requested any such SEC Documents from the Company and (ii) -- agrees to deliver or make available on the XXXXX systemto each Investor or its representative true and complete copies of any additional SEC Documents, upon request. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with United States 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 3.5 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstances under which they are or were made, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince September 30, 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 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered made available to the Buyers Subscriber or their respective its representatives true, correct and complete copies of the SEC Documents not available on the XXXXX systemDocuments. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position As of the date hereof, the Company as meets the requirements for the use of Form S-3 for registration 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) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations resale of the Company Shares and has no reason to believe it will not have a Material Adverse Effectcontinue to remain so eligible.

SEC Documents; Financial Statements. During the two (2) years prior to the date hereofSince August 1, 2019, the Company has timely filed or furnished all reports, schedules, forms, proxy statements, statements and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed or furnished on or prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesInternational Financial Reporting Standards (“IFRS”), 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with The reserves, if any, established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents (including, without limitation, information referred to in Section 2(e) of its operations and cash flows for this Agreement or in the periods then ended (subjectdisclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with IFRS and the rules and regulations of the SEC. The Company has not have been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements. The Company is a Material Adverse Effectreporting issuer (as defined under Canadian Securities Laws) in each of the provinces and territories of Canada, except for Quebec, and is not in material default of any requirement under applicable Canadian Securities Laws.

SEC Documents; Financial Statements. During the two (2) years prior to 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 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, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the The Company requested confidential treatment under the rules of the Commission, the Company (i) has delivered or made available to the Buyers each Investor or their respective representatives true, correct its representative true and complete copies of the SEC Documents not to the extent that each Investor or its representative has requested any such SEC Documents from the Company and (ii) agrees to deliver or make available on the XXXXX systemto each Investor or its representative true and complete copies of any additional SEC Documents, upon request. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with United States 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to each Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 3.5 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstances under which they are or were made, not have a Material Adverse Effectmisleading.

SEC Documents; Financial Statements. During Except as disclosed in the two (2) years prior to the date hereofFebruary Registration Statement, 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, notes statements and schedules thereto and documents (other than exhibits to such documents that were not filed) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC Documents"). The Company's Form 10-QSB for the quarterly period ended September 30, 2003 was not timely filed. Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of as disclosed in the SEC Documents not available on the XXXXX system. As of their respective datesDocuments, the SEC Documents complied will, on or before Closing hereof, comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at to the time they were filed with the SEC, or as best knowledge of officers and directors of the date of the last amendment thereofCompany, if amended after filing, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as disclosed in the SEC Documents, as of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. All Except as disclosed in the SEC Documents, such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such Except as described herein and as set forth in the financial statements filed with of the Commission prior to December 16Company included in the SEC Documents, 2004 have been prepared in accordance with generally accepted accounting principlesthe Company has no liabilities, consistently appliedcontingent or otherwise, during the period involved (except other than (i) as may be otherwise indicated liabilities incurred in such financial statements or the notes theretoordinary course of business subsequent to September 30, 2003 and (ii) obligations under contracts and commitments incurred in the case ordinary course of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) business 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) except to the extent that any failure to meet the requirements of not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or fairly present in the aggregate, are not material to the financial position condition or operating results of operations of the Company will not have a Material Adverse EffectCompany.

SEC Documents; Financial Statements. During Except for its quarterly report on Form 10-Q filed on March 18, 2016, 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 Securities Exchange Act of 1934, as amended (the “1934 Act Act”) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the XXXXX system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 theretothereto as in effect as of the time of filing. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). All such financial statements filed with The reserves, if any, established by the Commission prior 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 December 16, 2004 have been prepared 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 accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such its financial statements or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes otherwise. No other information provided by or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to any of the dates thereof and Buyers which is not included in the results SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of its operations and cash flows for a material fact or omits to state any material fact necessary in order to make the periods then ended (subjectstatements therein not misleading, in the case light of unaudited statements, the circumstance under which they are or were made. The Company is not currently contemplating to normal year-end audit adjustments) except to the extent that amend or restate any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position statements (including, without limitation, any notes or results any letter of operations the independent accountants of the Company will with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not have a Material Adverse Effectbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. During the two (2) years prior to As of the date hereof, except for a Form 8-K/A disclosing financial information concerning an acquisition previously disclosed in a current report on Form 8-K filed January 19, 2005, 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 since the date of the Company's reverse merger in October 2004 and prior to the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the The Company has delivered to the Buyers Investor or their respective representatives trueits representatives, correct or they have had access through EDGAR to, true and complete copies of the SEC Documents not available on the XXXXX systemDocuments. As of their respective thexx xespective 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 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). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other written information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as 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 dates thereof and the results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case light of unaudited statementsthe circumstance under which they are or were made, to normal year-end audit adjustments) except 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 extent that date hereof and any failure material, nonpublic information provided to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations of Investor by the Company will not have a Material Adverse Effector 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. 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Except for those portions of exhibits to documents filed with the Commission with respect to which the Company requested confidential treatment under the rules of the Commission, the Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the There are no SEC Documents not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 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. All such Such financial statements filed with the Commission subsequent to December 16, 2005 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statements filed with the Commission prior to December 16, 2004 have been prepared in accordance with generally accepted accounting principles, consistently applied, during the period involved (except (i) as may be otherwise indicated in such financial statements No other written information provided by or the notes thereto, (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position on behalf of the Company as to the Buyers in connection with this Agreement which is not included in the SEC Documents, including, without limitation, written information referred to in Section 2(d) of this Agreement or in the dates thereof and 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 results of its operations and cash flows for the periods then ended (subjectstatements therein, in the case of unaudited statements, to normal year-end audit adjustments) except to the extent that any failure to meet the requirements of generally accepted accounting principles or fairly present the financial position or results of operations light of the Company will circumstance under which they are or were made, not have a Material Adverse Effectmisleading.