Common use of SEC Filings and Financial Statements Clause in Contracts

SEC Filings and Financial Statements. The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. (a) The Company has heretofore filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Act, Exchange Act of 1934or other federal securities laws since January 1, as amended 2010 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“). As of their respective dates, or, if applicable, the dates such SEC Reports were amended or the information therein was revised or superseded in later-filed SEC Reports prior to the date hereof, the SEC Reports (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933or Exchange Act, as amended (the "Securities Act") case may be, and the Exchange Act and the rules and regulations other federal securities laws as of the Commission promulgated thereunder, applicable date and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC ReportsCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, as 2011 (including the same may related notes thereto) have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP“) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited interim financial statements may not contain footnotes required by GAAPstatements, to normal year-end adjustments) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries as at the dates thereof or for the periods then endedpresented therein. There has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP or any applicable Law, subjectexcept as described in the notes thereto. There has been no correspondence between the SEC and the Company since January 1, 2010, other than correspondence which is publicly available. To the Knowledge of the Company, there are no material unresolved comments received from the SEC staff with respect to the SEC Reports on or prior to the date hereof. To the Knowledge of the Company, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. (b) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Securities Act), in each case where the case result, purpose or effect of unaudited statementssuch contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or the Subsidiaries’ published financial statements or any SEC Reports. (c) None of the Company’s Subsidiaries are separately subject to normal, year-end audit adjustmentsthe reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SEC Filings and Financial Statements. The Company (a) Purchaser has filed with, or furnished to, the SEC all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "Purchaser SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed lateDocuments. As of their respective dates, the Purchaser SEC Reports Documents complied in all material respects with the requirements of the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereundercase may be, applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such information contained in any Purchaser SEC Document has been corrected by a later-filed Purchaser SEC Document. The financial statements of the Company Purchaser included in the Purchaser SEC Reports, Documents comply as the same may have been amended or superseded by a subsequently filed SEC Report, comply to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present in all material respects the financial position of the Company Purchaser and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal, the absence of footnote disclosure and to normal and recurring year-end audit adjustments). (b) Except as set forth in Section 5.8(b) of the Purchaser Disclosure Letter and except for filings with the SEC which are the subject of Section 5.8(a), all reports, statements, documents, registrations, filings or submissions required to be filed by Purchaser or its Affiliates with any Governmental Authority (the "Other Purchaser Reports"), have been filed, except where the failure to make such filings would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. Except as set forth in Section 5.8(b) of the Purchaser Disclosure Letter, all the Other Purchaser Reports were in compliance with Law when filed or as amended or supplemented, and no deficiencies have been asserted in writing by any such Governmental Authority with respect to any Other Purchaser Report that have not been remedied, except for any non-compliance or deficiencies which would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. (c) Except as (i) set forth in the financial statements included in Purchaser's quarterly report on Form 10-Q filed prior to the date hereof for the nine months ended September 30, 2004 or (ii) incurred in the ordinary course of business since September 30, 2004, neither Purchaser nor any of its Subsidiaries has any liabilities that, individually or in the aggregate, have had or would reasonably be expected to have a Purchaser Material Adverse Effect. (d) Purchaser has made available to Parent true and complete copies of all annual and quarterly statements of Metropolitan Life Insurance Company as filed with the New York State Insurance Department (the "NYSID") as of and for the year ended December 31, 2003 and for each of the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004, prepared in accordance with applicable SAP (collectively, the "Met SAP Financial Statements"). The Met SAP Financial Statements (i) are unaudited, (ii) have been prepared from the books and records of its businesses, (iii) are subject to Purchaser's internal accounting policies and procedures and (iv) have been prepared in all material respects in accordance with applicable SAP prescribed or permitted by the NYSID.

SEC Filings and Financial Statements. The Company (a) PARENT has filed all reports required previously delivered to be filed by it under the Securities Exchange Act TARGET and to TARGET's counsel a copy of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the CompanyPARENT's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual most recent Report on Form 10-K KSB for the fiscal year period ended April 30December 31, 2009 and 2002 (the "PARENT 10KSB"), its Quarterly subsequent Reports on Form 10-Q QSB filed ------------- subsequent to the end of the last annual period (the "PARENT 10Qs"), its Reports ----------- on Form 8-K filed subsequent to the end of the last annual period (the "PARENT ------ 8Ks"), PARENT's other reports and proxy statements, if any, filed by PARENT with --- the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the end of the last annual period reported on in the PARENT 10KSB (the "PARENT ------ Proxy and Other Reports"), and PARENT's other registration statements, reports, ------------------------ notices and filings filed with the SEC pursuant to the Exchange Act or the Securities Act during the period subsequent to the end of the last annual period reported on in the PARENT 10KSB or, in the case of registration statements filed pursuant to the Securities Act prior to such last annual period, such registration statements if such registration statements are still effective ("PARENT'S Securities Act Filings and Exchange Act Reports"), sometimes --------------------------------------------------------------- hereafter referred to as PARENT "SEC Filings". ------------ (b) PARENT will also provide TARGET with drafts of such PARENT SEC Filings prepared for filing on any date on or after the fiscal quarters ended July 31, 2009 Agreement Date not less than two (2) business days prior to effecting any such filing. (c) As of the date on which each one was filed and October 31, 2009as of the date hereof, each of which were filed late. As of their respective dates, the PARENT SEC Reports Filing (i) complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act Act, other applicable securities Laws, and the rules and regulations of the Commission promulgated thereunder, SEC thereunder applicable to such SEC Filings and none of the SEC Reports contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial . (d) Since December 31, 2002, PARENT has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Company Exchange Act, and all such documents were filed within the time periods specified in the Exchange Act. (e) As of their respective dates, the PARENT Financial Statements included in the PARENT SEC Reports, filings complied as the same may have been amended or superseded by a subsequently filed SEC Report, comply to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filingthereto. Such financial statements The PARENT Financial Statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company PARENT 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 adjustmentsadjustments which would not be material in amount or effect). PARENT keeps proper books, records and accounts in accordance with GAAP which (i) are in all material respects true, complete and correct, (ii) have been maintained in accordance with good business practices, and (iii) are stated in reasonable detail and accurately and fairly reflect the basis for the PARENT Financial Statements. PARENT maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary (x) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, (y) to maintain accountability for assets, and (C) the amount recorded for assets on the books and records of PARENT is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) Since December 31, 2002, neither PARENT nor ACQUISITION CORP. have incurred any liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise ("Liabilities"), other than (i) Liabilities ----------- reflected on, or reserved against in, the PARENT Financial Statements, and (ii) Liabilities incurred since December 31, 2002 in the ordinary course of business.

SEC Filings and Financial Statements. The (a) Since August 28, 2009, the Company and each of its Subsidiaries that is required to do so has filed or furnished, on a timely basis, all forms, documents and reports required to be filed by it or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, the “SEC Filings”). Each of 1934the SEC Filings, in each case as of its filing date, as finally amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of any such extension other than its Annual Report on Form 10-K for this Agreement (with respect to those SEC Filings initially filed prior to the fiscal year ended April 30date hereof) or prior to the Closing Date (with respect to those SEC Filings initially filed after the date hereof), 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31has complied or, 2009 and October 31if not yet filed or furnished, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied will comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none Act. None of the SEC Reports Filings, when filed as finally amended prior to the date hereof (with respect to those SEC Filings initially filed prior to the date hereof) and when filed prior to the Closing Date (with respect to those SEC Filings initially filed after the date hereof) contained or, if not yet filed or furnished, 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. None of the Subsidiaries of the Company is required to file periodic reports with the SEC. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the SEC Filings. (b) The financial statements (including all related notes and schedules) of the Company and its Subsidiaries included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply Filings present fairly in all material respects with applicable accounting requirements the consolidated financial position of the Company and its Subsidiaries, as at the respective dates thereof, and the rules consolidated results of their operations and regulations their cash flows for the respective periods then ended (subject, in the case of the Commission with respect thereto as in effect at unaudited statements, to normal year-end adjustments and to any other adjustments described therein, including the time of filing. Such financial statements have been notes thereto) and were prepared in all material respects in accordance conformity with United States generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified expressly indicated therein or in the notes thereto). Since August 28, 2009, subject to any applicable grace periods, the Company has been and is in compliance with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable rules and regulations of the Nasdaq, except for any such noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Company and its Subsidiaries have no Liabilities of a nature required to be reflected on a balance sheet (or in the notes thereto) prepared in accordance with GAAP, other than (i) Liabilities that are specifically reflected, reserved for or disclosed in the balance sheet (or in the notes thereto) included in the Company’s consolidated financial statements or set forth in the notes thereto Company’s Form 10-Q filed with the SEC for the quarter ended February 25, 2011 (the “Balance Sheet Date”) as filed with the SEC prior to the date of this Agreement, (ii) Liabilities incurred in the ordinary course of business since the Balance Sheet Date, (iii) Liabilities incurred in connection with this Agreement and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position performance of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then endedtransactions contemplated hereby, subjector (iv) Liabilities that would not reasonably be expected to have, individually or in the case aggregate, a Material Adverse Effect. (d) Neither the Company nor any of unaudited statementsits Subsidiaries is a party to, or has any commitment to normalbecome a party to, yearany “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-end audit adjustmentsK promulgated by the SEC).

SEC Filings and Financial Statements. The (a) Since December 31, 2007, the Company and each of its Subsidiaries that is required to do so has filed or furnished all forms, documents and reports required to be filed by it or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, the “SEC Filings”). Except as set forth in Section 3.5(a) of 1934the Disclosure Schedule, (i) each of the SEC Filings, in each case as of its filing date, or, if amended, as finally amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of any such extension other than its Annual Report on Form 10-K for this Agreement (with respect to those SEC Filings filed prior to the fiscal year ended April 30date hereof) or prior to the Closing Date (with respect to those SEC Filings filed after the date hereof), 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31has complied or, 2009 and October 31if not yet filed or furnished, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied will comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunderAct, and (ii) none of the SEC Reports Filings, when filed as finally amended prior to the date hereof (with respect to those SEC Filings filed prior to the date hereof) or prior to the Closing Date (with respect to those SEC Filings filed after the date hereof) contained or, if not yet filed or furnished, 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. Except for the Advisory Entity, none of the Company’s Subsidiaries is required to file periodic reports with the SEC. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the SEC Filings. (b) The condensed consolidated financial statements of (including the Company related notes and schedules) included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements Filings have been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except thereto) and, on that unaudited financial statements may not contain footnotes required by GAAPbasis, and fairly present present, in all material respects respects, the consolidated financial position of the Company as of and for the dates thereof and the condition, results of operations and cash flows and changes in stockholder’s equity of the Company and its Subsidiaries as of the indicated dates and for the indicated periods then ended, (subject, in the case of unaudited statements, to normal, normal year-end audit adjustmentsadjustments and the absence of notes). (c) There exist no Liabilities of any nature of the Company or any of its Subsidiaries, whether accrued, absolute, contingent or threatened, other than (i) Liabilities that are adequately reflected, reserved for or disclosed in the Company’s consolidated financial statements set forth in the Company’s Form 10-K filed with the SEC for the year ended December 31, 2009 as filed with the SEC prior to the date of this Agreement, (ii) Liabilities incurred in the ordinary course of business of the Company and its Subsidiaries since December 31, 2009, (iii) Liabilities incurred in connection with this Agreement and the Ancillary Agreements to which it is a party and the performance of the transactions contemplated by this Agreement and the Ancillary Agreements, or (iv) Liabilities that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Filings and Financial Statements. The Company has (a) Parent and its Subsidiaries have filed or furnished, as applicable, on a timely basis, each registration statement, prospectus, form, statement, certification, report and other document (together with all reports amendments thereof and supplements thereto) required to be filed or furnished by it under Parent or any of its Subsidiaries pursuant to the Exchange Act or the Securities Exchange Act with the SEC since January 1, 2016 (as such documents have since the time of 1934their filing been amended or supplemented and to the extent publicly available, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Parent SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports complied (i) comply in all material respects with the requirements of the Exchange Act or the Securities Act of 1933Act, as amended (the "Securities Act") and case may be, the Exchange Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the Commission promulgated thereunder, thereunder and none of the SEC Reports contained (ii) do not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements . (b) As of the Company included date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Parent SEC Reports, as and, to Parent’s Knowledge, none of the same may have been amended Parent SEC Reports is subject to ongoing SEC review. The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes and schedules thereto) included or superseded incorporated by a subsequently reference in the Parent SEC Reports (i) at the time they were filed SEC Report, comply or furnished (A) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been and (B) were prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified expressly set forth in such financial statements or the notes thereto and except that with respect to unaudited financial statements may not contain footnotes required as permitted by GAAP, Form 10-Q of the SEC) and (ii) fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, (subject, in the case of the unaudited statementsinterim financial statements included therein, to normal, normal year-end audit adjustmentsadjustments which would not be material individually or in the aggregate and the absence of complete footnotes) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations, cash flows and changes in stockholders’ equity of Parent and its consolidated Subsidiaries for the respective periods then ended. Parent has heretofore furnished to the Member complete and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq.

SEC Filings and Financial Statements. The Company (a) Purchaser has filed and furnished in a timely manner all reports reports, schedules, forms, prospectuses and registration, proxy and other statements, in each case, required to be filed or furnished by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) with or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for SEC (collectively, and in each case including all exhibits thereto and documents incorporated by reference therein, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Purchaser SEC Documents”). As of their respective dateseffective dates (in the case of Purchaser SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of the respective dates of the last amendment filed with the SEC (in the case of all other Purchaser SEC Documents), the Purchaser SEC Reports Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act case may be, and the rules and regulations of the Commission SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Reports Documents as of such 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 therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements and notes of the Company included Purchaser contained or incorporated by reference in the Purchaser SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and Documents fairly present in all material respects the financial position of the Company as of and for the dates thereof condition and the results of operations operations, changes in stockholders’ equity and cash flows of Purchaser as at the respective dates of, and for the periods then endedreferred to in, such financial statements, all in accordance with: (i) US GAAP; and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of unaudited interim financial statements, to normal, normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Purchaser has no off-balance sheet arrangements that are not disclosed in the Purchaser SEC Documents. No financial statements other than those of Purchaser are required by US GAAP to be included in the consolidated financial statements of Purchaser. (c) Purchaser has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that material information relating to Purchaser is made known to Purchaser’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To the Knowledge of Purchaser, such disclosure controls and procedures are effective in timely alerting Purchaser’s principal executive officer and principal financial officer to material information required to be included in Purchaser’s periodic reports required under the Exchange Act. Except as set forth in the Purchaser SEC Documents, Purchaser has established and maintained a system of internal controls and, to the Knowledge of Purchaser, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s financial statements for external purposes in accordance with US GAAP. (d) Since the date of the latest Form 10-Q of Purchaser filed with the SEC, there has not been any change, development, condition, occurrence, event or effect relating to Purchaser that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, a Purchaser Material Adverse Effect.

SEC Filings and Financial Statements. The Company (a) Purchaser has filed all reports required heretofore delivered to be filed by it under the Securities Exchange Act Seller copies of 1934, as amended Purchaser's (the "Exchange Act"), including pursuant to Section 13(ai) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30December 31, 2009 and its 1994, (ii) 1994 Annual Report to Shareholders, (iii) Quarterly Reports Report on Form 10-Q for the fiscal quarters quarter ended July June 30, 1995, and (iv) all other reports, registration statements and other documents filed by Purchaser with the SEC since December 31, 2009 and October 1994 (collectively, the "Purchaser SEC Filings"). Since December 31, 20091994, each of which were Purchaser has timely filed late. As of their respective datesall reports, registration statements and other documents required to be filed with the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and under the rules and regulations of the Commission promulgated thereunderSEC, and all such reports, registration statements and other documents have complied in all material respects, as of their respective filing dates and effective dates, as the case may be, with all applicable requirements of the 1933 Act or the 1934 Act. As of their respective filing and effective dates, none of the SEC Reports such reports, registration statements or other documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Company included Purchaser contained or incorporated by reference in the Purchaser SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements Filings have been prepared in all material respects in accordance conformity with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or and, together with the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAPthereto, and present fairly present in all material respects the consolidated financial position of the Company as of Purchaser and for its subsidiaries at the dates thereof shown and the consolidated results of operations their operations, changes in stockholders' equity and cash flows for the periods then ended. The unaudited interim consolidated financial statements as of, subjectand for, in the case period ending June 30, 1995 include all adjustments necessary for a fair presentation of unaudited statementsthe financial position of Purchaser and its subsidiaries and the results of their respective operations for the interim periods presented, subject to normal, recurring year-end audit adjustmentsadjustments and the omission of footnote disclosures.

SEC Filings and Financial Statements. The Company has heretofore filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934or other federal securities laws since January 1, as amended 2005 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, or, if applicable, the dates such SEC Reports were amended prior to the date hereof, the SEC Reports (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations other federal securities laws as of the Commission promulgated thereunder, applicable date and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC ReportsCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (including the related notes thereto), as such report was amended on September 21, 2006, the same may Company’s Quarterly Reports on Forms 10-Q for the periods ended March 31, 2006, as such report was amended on September 21, 2006, and June 30, 2006 and September 30, 2006 (including, in each case, the related notes thereto), and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at of the time of filing. Such financial statements date filed, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited interim financial statements may not contain footnotes required by GAAPstatements, to normal year-end adjustments) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries as at the dates thereof or for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentspresented therein.

SEC Filings and Financial Statements. (a) The Company has filed with, or furnished to, the SEC, all reports required to be filed by it under Company SEC Documents. Except as set forth in Section 4.5(a) of the Securities Exchange Act of 1934Company Disclosure Letter, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective datesdates or, if amended or supplemented, as of the date of the last such amendment or supplement, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended Documents (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Each of the consolidated financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company included in the SEC Reportsand its consolidated Subsidiaries and comply, as of their respective dates of filing with the same may have been amended or superseded by a subsequently filed SEC ReportSEC, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof or for the periods presented therein (subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments that, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on the Company). (b) The annual statements for the fiscal years ended December 31, 2003 and December 31, 2002, and the quarterly statements for the periods ended March 31, 2004 and June 30, 2004 of United Wisconsin Life Insurance Company and American Medical Security Insurance Company of Georgia filed with the insurance regulatory authorities of the states of Wisconsin and Georgia, respectively ("Company State Regulatory Filings"), copies of which have been made available to Parent prior to the date hereof, fairly present in all material respects each such Subsidiary's respective financial condition as of and for the dates thereof and the their respective results of operations and cash flows for the periods then endedended in conformity with SAP, subjectexcept as may be reflected in the notes thereto and subject to normal year-end adjustments. The other information contained in such annual statements presents in all material respects the information required to be contained therein in conformity with SAP consistently applied. (c) Neither the Company nor any of its Subsidiaries is a party to, or as of the date hereof has any commitment to become a party to, any joint venture, partnership or any "off-balance sheet arrangement" as defined in Item 303(a) of Regulation S-K under the Exchange Act, where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents. (d) The Company has established and maintained disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"). (e) The Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient to comply in all material respects with the legal and accounting requirements applicable to the Company and such Subsidiaries. (f) The Company has not, in violation of the Xxxxxxxx-Xxxxx Act, including through a Subsidiary, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the case form of unaudited statements, a personal loan to normal, year-end audit adjustmentsor for any director or executive officer of the Company.

SEC Filings and Financial Statements. The Company has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since April 1, 2006 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Company SEC Documents”). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Company SEC Documents (the “Company Financial Statements”) has been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present presents in all material respects respects, as applicable, the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods then ended, presented therein (subject, in the case of any unaudited interim financial statements, to normal, normal year-end audit adjustmentsadjustments and for the absence of footnotes).

SEC Filings and Financial Statements. The Company Corning has filed or furnished with the United States Securities and Exchange Commission (“Commission”) all reports reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933since January 1, as amended 2012 (all such documents, collectively, the "Securities Act"“Corning SEC Documents”). The Corning SEC Documents, at the time filed or furnished (except to the extent corrected by a subsequently filed or furnished Covered Corning SEC Document), (i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein (in the light of the circumstances under which they were made, ) not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply misleading and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the rules and regulations Securities Act, as applicable. All of the Commission with respect thereto as audited financial statements and unaudited interim financial statements of Corning included in effect the Covered Corning SEC Documents (the “Corning Financial Statements”), at the time of filing. Such financial statements have been filed or furnished (except to the extent corrected by a subsequently filed or furnished Covered Corning SEC Document), (a) were prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and (b) fairly present (subject in the case of unaudited statements to normal, year-end recurring and yearend audit adjustments) in all material respects the financial position and results of operations of Corning taken as a whole as of the dates and for the periods indicated.

SEC Filings and Financial Statements. The Company has heretofore filed all reports (or, with respect to forms, reports, statements, schedules and other materials required to be filed by it under after the Securities date hereof, will file) all forms, reports, statements, schedules and other materials with the SEC required to be filed pursuant to the Exchange Act of 1934or other federal securities laws since October 1, as amended 2001 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late). As of their respective dates, the SEC Reports (including, without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and other federal securities laws and to the rules and regulations best knowledge of the Commission promulgated thereunderCompany, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company (the "2003 Financial Statements") included in the SEC ReportsCompany's Annual Report on Form 10-K for the fiscal year ended December 31, as 2003 (including the same may related notes thereto) and the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2004 and June 30, 2004 (including the related notes thereto) have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of the Company and its subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited interim financial statements may not contain footnotes required by GAAPstatements, to normal year-end adjustments) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as at the dates thereof or for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentspresented therein.

SEC Filings and Financial Statements. The Company (a) Purchaser has filed and furnished in a timely manner all reports reports, schedules, forms, prospectuses and registration, proxy and other statements, in each case, required to be filed or furnished by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) with or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for SEC (collectively, and in each case including all exhibits thereto and documents incorporated by reference therein, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Purchaser SEC Documents”). As of their respective dateseffective dates (in the case of Purchaser SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of the respective dates of the last amendment filed with the SEC (in the case of all other Purchaser SEC Documents), the Purchaser SEC Reports Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act case may be, and the rules and regulations of the Commission SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Reports Documents as of such 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 therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements and notes of the Company included Purchaser contained or incorporated by reference in the Purchaser SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and Documents fairly present in all material respects the financial position of the Company as of and for the dates thereof condition and the results of operations operations, changes in stockholders’ equity and cash flows of Purchaser as at the respective dates of, and for the periods then endedreferred to in, such financial statements, all in accordance with: (i) GAAP; and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of unaudited interim financial statements, to normal, normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Purchaser has no off-balance sheet arrangements that are not disclosed in the Purchaser SEC Documents. No financial statements other than those of Purchaser are required by GAAP to be included in the consolidated financial statements of Purchaser. (c) Purchaser has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that material information relating to Purchaser is made known to Purchaser’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To the Knowledge of Purchaser, such disclosure controls and procedures are effective in timely alerting Purchaser’s principal executive officer and principal financial officer to material information required to be included in Purchaser’s periodic reports required under the Exchange Act. Purchaser has established and maintained a system of internal controls and, to the Knowledge of Purchaser, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s financial statements for external purposes in accordance with GAAP. (d) Since the date of the latest Form 10-Q of Purchaser filed with the SEC, there has not been any change, development, condition, occurrence, event or effect relating to Purchaser that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, a Purchaser Material Adverse Effect.

SEC Filings and Financial Statements. The Company (a) Acquiror has filed and furnished in a timely manner all reports reports, schedules, forms, prospectuses and registration, proxy and other statements, in each case, required to be filed or furnished by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) with or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for SEC (collectively, and in each case including all exhibits thereto and documents incorporated by reference therein, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Acquiror SEC Documents”). As of their respective dateseffective dates (in the case of Acquiror SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of the respective dates of the last amendment filed with the SEC (in the case of all other Acquiror SEC Documents), the Acquiror SEC Reports Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act case may be, and the rules and regulations of the Commission SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Acquiror SEC Documents, and none of the Acquiror SEC Reports Documents as of such 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 therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements and notes of the Company included Acquiror contained or incorporated by reference in the Acquiror SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and Documents fairly present in all material respects the financial position of the Company as of and for the dates thereof condition and the results of operations operations, changes in stockholders’ equity and cash flows of Acquiror as at the respective dates of, and for the periods then endedreferred to in, such financial statements, all in accordance with: (i) GAAP; and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of unaudited interim financial statements, to normal, normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Acquiror has no off-balance sheet arrangements that are not disclosed in the Acquiror SEC Documents. No financial statements other than those of Acquiror are required by GAAP to be included in the consolidated financial statements of Acquiror. (c) Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that material information relating to Acquiror is made known to Acquiror’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To the Knowledge of the Acquiror, such disclosure controls and procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls and, to the Knowledge of the Acquiror, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror’s financial statements for external purposes in accordance with GAAP. (d) Since the date of the latest Form 10-Q of Acquiror filed with the SEC, there has not been any change, development, condition, occurrence, event or effect relating to Acquiror that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect.

SEC Filings and Financial Statements. (a) The Company has heretofore filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Act, Exchange Act of 1934or other federal securities laws since January 1, as amended 2010 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late). As of their respective dates, or, if applicable, the dates such SEC Reports were amended or the information therein was revised or superseded in later-filed SEC Reports prior to the date hereof, the SEC Reports (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933or Exchange Act, as amended (the "Securities Act") case may be, and the Exchange Act and the rules and regulations other federal securities laws as of the Commission promulgated thereunder, applicable date and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC ReportsCompany's Annual Report on Form 10-K for the fiscal year ended December 31, as 2012 (including the same may related notes thereto) have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited interim financial statements may not contain footnotes required by GAAPstatements, to normal year-end adjustments) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries as at the dates thereof or for the periods then endedpresented therein. There has been no material change in the Company's accounting methods or principles that would be required to be disclosed in the Company's financial statements in accordance with GAAP or any applicable Law, subjectexcept as described in the notes thereto. There has been no correspondence between the SEC and the Company since January 1, 2010, other than correspondence which is publicly available. To the Knowledge of the Company, there are no material unresolved comments received from the SEC staff with respect to the SEC Reports on or prior to the date hereof. To the Knowledge of the Company, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. (b) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the Securities Act), in each case where the case result, purpose or effect of unaudited statementssuch contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company's or the Subsidiaries' published financial statements or any SEC Reports. (c) None of the Company's Subsidiaries are separately subject to normal, year-end audit adjustmentsthe reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SEC Filings and Financial Statements. The Company (a) Seller has filed all reports required heretofore delivered to be filed by it under the Securities Exchange Act Purchaser copies of 1934, as amended Seller's (the "Exchange Act"), including pursuant to Section 13(ai) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30December 31, 2009 and its 1994, (ii) Quarterly Reports Report on Form 10-Q for the fiscal quarters quarter ended July June 30, 1995, and (iii) all other reports, registration statements and other documents filed by Seller with the SEC since December 31, 2009 and October 1994 (collectively, the "Seller SEC Filings"). Since December 31, 20091994, each of which were Seller has timely filed late. As of their respective datesall reports, registration statements and other documents required to be filed with the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and under the rules and regulations of the Commission promulgated thereunderSEC, and all such reports, registration statements and other documents have complied in all material respects, as of their respective filing dates and effective dates, as the case may be, with all applicable requirements of the 1933 Act or the 1934 Act. As of their respective filing and effective dates, none of the SEC Reports such reports, registration statements or other documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The . (b) Seller has delivered, or prior to Closing will deliver, to Purchaser complete and correct copies of the following financial statements: (i) the Annual Statements of each of American Southern and American Safety filed with the Georgia Insurance Department for the years ending December 31, 1992, 1993 and 1994, together with the exhibits and schedules thereto (collectively the "Annual Statements"); (ii) the Quarterly Statements of each of American Southern and American Safety filed with the Georgia Insurance Department for the quarters ending March 31, 1995 and June 30, 1995, together with the exhibits and schedules thereto (collectively, the "Quarterly Statements"); (iii) the audited balance sheets (on a SAP basis), statements of income, statements of changes in capital and surplus, and statements of cash flows of American Southern on an unconsolidated basis as of and for the Company years ended December 31, 1992, 1993 and 1994 (such financial statements, including all notes and schedules thereto and the independent auditors' report of Ernst & Young LLP thereon, being the "Audited Statements") (the balance sheet as of December 31, 1994 included in the SEC Reports, Audited Statements is referred to herein as the same may have been amended or superseded by "1994 Balance Sheet"); and (iv) the unaudited balance sheet (on a subsequently filed SEC ReportSAP basis) of American Southern on a consolidated basis (consolidating American Southern with the Subsidiaries) as of June 30, comply in all material respects with applicable accounting requirements 1995 (the "Balance Sheet Date"), and the rules unaudited statement of income of American Southern on a consolidated basis for the six-month period ending on the Balance Sheet Date (collectively, the "Interim Unaudited Statements"). The statutory financial statements contained in the Annual Statements (and regulations of the Commission with respect thereto as to clause (ii) below, other items contained in effect at the time of filing. Such financial statements Annual Statements) and the Audited Statements (i) have been prepared in all material respects in accordance conformity with United States generally accepted accounting principles SAP using comparable estimates and assumptions applied on a consistent basis during with the periods involved ("GAAP")December 31, 1994 financial statements, except as may be otherwise specified in such that the financial statements or contained in the notes thereto Quarterly Statements are unaudited, (ii) are true, correct and except that unaudited financial statements may not contain footnotes required by GAAPcomplete and in accordance with the books and records of each Company, respectively, and fairly (iii) present in all material respects fully and fairly, on a SAP basis, the financial position condition, assets and liabilities of each of American Southern and American Safety, as the case may be, as of the Company as of and for the respective dates thereof and the results of operations and cash flows for the respective periods then ended, subject, indicated. The financial statements contained in the case Quarterly Statements include all adjustments necessary for a fair presentation of unaudited statementsthe financial position of each Company, respectively, and the results of its operations for the interim period presented, subject to normal, normal recurring year-end audit adjustmentsadjustments and the omission of footnote disclosures. The Interim Unaudited Statements have been prepared in accordance with SAP applied on a consistent basis throughout the period involved and present fairly the financial condition, assets and liabilities of the Companies as of the respective dates thereof and the results of operations for the period indicated, subject to normal recurring year-end adjustments and the omission of footnote disclosures. (c) Seller has delivered to Purchaser complete and correct copies of the Insurance Holding Company System Registration Statement on Form B as filed by American Southern on behalf of itself and American Safety for the years ended December 31, 1992, 1993 and 1994. Such Forms B, as well as the Annual Statements and the Quarterly Statements, when filed complied in all material respects with the Georgia Insurance Code.

SEC Filings and Financial Statements. The Company (a) Parent has filed with, or furnished to, the SEC, all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "Parent SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed lateDocuments. As of their respective datesdates or, if amended or supplemented, as of the date of the last such amendment or supplement, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended Documents (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Each of the consolidated financial statements of the Company included in the Parent SEC Reports, as the same may Documents have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries and comply as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries as at the respective dates thereof or for the periods presented therein (subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments that, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Parent). (b) The annual statements for the fiscal years ended December 31, 2003 and December 31, 2002, and the quarterly statements for the periods ended March 31, 2004 and June 30, 2004 of PacifiCare Life and Health Insurance Company and PacifiCare Life Assurance Company filed with the insurance regulatory authorities of the states of Indiana and Colorado, respectively, copies of which have been made available to the Company prior to the date hereof, fairly present in all material respects each such Subsidiary's respective financial condition as of and for the dates thereof and the their respective results of operations and cash flows for the periods then endedended in conformity with SAP, subject, except as may be reflected in the case of unaudited statements, notes thereto and subject to normal, normal year-end audit adjustments.

SEC Filings and Financial Statements. The Company has (a) Buyer and its Subsidiaries have filed each report and definitive proxy statement (together with all reports amendments thereof and supplements thereto) required to be filed by it under Buyer or any of its Subsidiaries pursuant to the Securities Exchange Act with the SEC since January 1, 2018 (as such documents and documents furnished to the SEC since January 1, 2018 have since the time of 1934their filing been amended or supplemented and to the extent publicly available, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Buyer SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Buyer SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Buyer SEC Reports, and, to the Knowledge of Buyer, none of the Buyer SEC Reports is subject to ongoing SEC review. (c) The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes and schedules thereto) included in the Buyer SEC Reports, as Reports at the same may have been amended time they were filed or superseded by a subsequently filed SEC Report, comply furnished (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that with respect to unaudited statements as permitted by Form 10-Q of the SEC) and (iii) fairly present (subject, in the case of the unaudited interim financial statements may not contain footnotes required by GAAPincluded therein, to normal year-end adjustments and fairly present the absence of complete footnotes) in all material respects the consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. The Company (a) TARGET has filed all reports required previously delivered to be filed by it under the Securities Exchange Act PARENT and to PARENT's counsel a copy of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the CompanyTARGET's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual most recent Report on Form 10-K KSB for the fiscal year period ended April June 30, 2009 and 2003 (the "TARGET 10KSB"), its Quarterly subsequent Reports on Form 10-Q for QSB filed ------------- subsequent to the fiscal quarters ended July 31end of the last annual period (the "TARGET 10Qs"), 2009 its Reports ----------- on Form 8-K filed subsequent to the end of the last annual period (the "TARGET ------ 8Ks"), TARGET's other reports and October 31proxy statements, 2009if any, filed by PARENT with --- the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the end of the last annual period reported on in the TARGET 10KSB (the "TARGET ------ Proxy and Other Reports"), and TARGET's other registration statements, reports, ------------------------ notices and filings filed with the SEC pursuant to the Exchange Act or the Securities Act during the period subsequent to the end of the last annual period reported on in the PARENT 10KSB or, in the case of registration statements filed pursuant to the Securities Act prior to such last annual period, such registration statements if such registration statements are still effective ("TARGET'S Securities Act Filings and Exchange Act Reports"), sometimes --------------------------------------------------------------- hereafter referred to as TARGET "SEC Filings".) ------------ (b) As of the date on which each one was filed and as of the date hereof, each of which were filed late. As of their respective dates, the TARGET SEC Reports Filing (i) complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act Act, other applicable securities Laws, and the rules and regulations of the Commission promulgated thereunder, SEC thereunder applicable to such SEC Filings and none of the SEC Reports contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial . (c) Since June 30, 2003, TARGET 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 Company Exchange Act, and all such documents were filed within the time periods specified in the Exchange Act. (d) As of their respective dates, the TARGET Financial Statements included in the TARGET SEC Reports, filings complied as the same may have been amended or superseded by a subsequently filed SEC Report, comply to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filingthereto. Such financial statements The TARGET Financial Statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company TARGET 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 adjustmentsadjustments which would not be material in amount or effect). TARGET keeps proper books, records and accounts in accordance with GAAP which (i) are in all material respects true, complete and correct, (ii) have been maintained in accordance with good business practices, and (iii) are stated in reasonable detail and accurately and fairly reflect the basis for the TARGET Financial Statements. TARGET maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary (x) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, (y) to maintain accountability for assets, and (C) the amount recorded for assets on the books and records of TARGET is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) Since June 30, 2003, TARGET has not incurred any liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise ("Liabilities"), other than Liabilities reflected on, or reserved -----------

SEC Filings and Financial Statements. The Company has timely filed or furnished all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under or furnished pursuant to the Securities Exchange Act of 1934or other Securities Laws since January 1, as amended 2009 (such documents, the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their the respective datesdates such documents were filed or furnished, as the case may be, the SEC Reports complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules other Securities Laws and regulations did not contain, as of the Commission promulgated thereunderrespective dates such documents were filed or furnished, and none of as the case may be (except to the extent amended or superseded by a subsequent filing with the SEC Reports contained that is publicly available prior to the date of this Agreement) any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company’s SEC ReportsReports (including the related notes thereto) have been prepared from the books and records of the Company and the Company Subsidiaries, comply as of their respective filing dates (or if amended prior to the date of this Agreement, as of the same may have been amended or superseded by a subsequently filed SEC Report, comply date of such most recent amendment prior to the date of this Agreement) in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position position, the consolidated results of operations, the consolidated stockholders’ equity and the consolidated cash flows of the Company and its Subsidiaries as of and for the dates thereof and the results of operations and cash flows or for the periods then endedpresented therein, as applicable (subject, in the case of unaudited quarterly financial statements, to normal, normal year-end audit adjustments). Notwithstanding the foregoing, no representation or warranty is made, whether explicitly or implicitly, by the Company with respect to the adequacy of the Company’s or any Company Subsidiary’s loss reserves, including reserves for unpaid losses and loss adjustment expenses. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

SEC Filings and Financial Statements. The Company (a) Parent has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1, 2001 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Parent SEC Documents”). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Parent SEC Documents (the “Parent Financial Statements”) has been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present presents in all material respects respects, as applicable, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and for the absence of footnotes). (b) The audited balance sheets of the Company Parent’s Subsidiaries as of December 31, 2003 and the related audited statements of income and cash flows for each of the years ended December 31, 2003 and December 31, 2002, and the unaudited interim balance sheet as of June 30, 2004 and the related unaudited interim statements of income and cash flows for the six months ended June 30, 2004, and their respective annual statements for the fiscal years ended December 31, 2003 and December 31, 2002 filed with the insurance regulatory authorities (or other comparable state regulatory agencies), copies of which have been delivered to the Company prior to the date hereof present each such Subsidiary’s respective statutory financial conditions as of the dates thereof and the their respective results of operations and cash flows for the periods then endedended in conformity with SAP. The other information contained in such annual statements present the information required to be contained therein in conformity with SAP consistently applied. The balance sheets of the Parent’s Subsidiaries in respect of any period ending after June 30, subject2004 but before the date of this Agreement, and the related statements of income and cash flows, which have been filed with insurance regulatory authorities (or other comparable state regulatory agencies), copies of which have been delivered to the Company prior to the date hereof, fairly present in all material respects each such Subsidiary’s respective statutory financial conditions as of the dates thereof and their respective results of operations and cash flows for the periods then ended in conformity with SAP consistently applied. The financial statements referred to in this Section 5.5(b) are the “Parent Statutory Financial Statements.” (c) Parent has established and maintained disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), as required by Rule 13a-15(a) under the Exchange Act. Parent and each of its Subsidiaries maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to Parent and such Subsidiary and has previously disclosed to the Company its work plan, budget and timetable for compliance with the SEC rules promulgated under Section 404 of the Xxxxxxxx-Xxxxx Act. Parent is in compliance in all material respects with the Xxxxxxxx-Xxxxx Act. Parent has disclosed in the case Parent SEC Documents, based on its most recent evaluation thereof, any significant deficiencies in its internal accounting controls which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data. (d) To the knowledge of unaudited statementsParent, to normalneither Parent nor any of its Subsidiaries nor any Representative of Parent or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, year-end audit adjustmentsallegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Filings and Financial Statements. The Company (a) Parent has timely filed all forms, reports and documents required to be filed by it under with the Securities Exchange Act of 1934SEC since June 19, as amended (the "Exchange Act")2017, including pursuant together with any amendments, restatements or supplements thereto. Parent has provided to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as in the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has form filed any such SEC Reports prior with the SEC, except to the expiration of any such extension other than extent available in full without redaction on the SEC’s XXXXX website, (i) its Annual Report on Form 10-K for the fiscal year ended April 30December 31, 2009 and 2017, (ii) its Quarterly Reports on Form 10-Q for the fiscal quarters quarterly periods ended July June 30, 2017, September 30, 2017, and March 31, 2009 2018, and October 31(iii) the Prospectus, 2009all registration statements and other forms, each of which were reports and documents (other than the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q not referred to in clauses (i) and (ii) above) filed late. As of their respective datesby Parent with the SEC since June 19, 2017 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above (including those available on the SEC’s XXXXX website) being, collectively, the “Parent SEC Reports”). Parent SEC Reports complied were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations of thereunder. The Parent SEC Reports did not at the Commission promulgated thereunder, and none of time they were filed with the SEC Reports (except to the extent that information contained in any Parent SEC Report has been superseded by a later timely filed Parent SEC Report) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The . (b) Each of the financial statements of the Company included (including, in each case, any notes thereto) contained in the Parent SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been Reports was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to normalthe extent set forth on the balance sheet of Parent at June 30, year2018, including the notes thereto (as set forth in Parent’s Quarterly Report on Form 10-end audit adjustmentsQ for the quarterly period ended March 31, 2018 on file with the SEC, the “Parent Subject Balance Sheet”), Parent has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for (i) liabilities and obligations incurred since the date of the Parent Subject Balance Sheet in the Ordinary Course of Business that are not, individually or in the aggregate, material to Parent and none of which results from or arises out of any material breach of or material default under any contract, material breach of warranty, tort, material infringement or material violation of Law; (ii) liabilities and obligations incurred in connection with the transactions contemplated by Parent as set forth in this Agreement; and (iii) liabilities and obligations which are not, individually or in the aggregate, material to Parent. (d) Parent has heretofore furnished to the Company complete and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. (e) All comment letters received by Parent from the SEC or the staff thereof since its inception through the date hereof and all responses to such comment letters filed by or on behalf of Parent are either publicly available on the SEC’s XXXXX website or otherwise been made available to the Company. (f) To Parent’s Knowledge, since June 19, 2017, and as of the date hereof, each director and executive officer of Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (g) Since June 19, 2017, Parent has timely filed and made available to the Company all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any Parent SEC Report (the “Parent Certifications”). Each of the Parent Certifications is true and correct. Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. As used in this Section 4.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (h) Parent maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Parent has designed and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (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. (i) Parent has no off-balance sheet arrangements. (j) Neither Parent nor, to the Knowledge of Parent, any manager, director, officer, employee, auditor, accountant or Representative of Parent has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices. No attorney representing Parent, whether or not employed by Parent, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent Board (or any committee thereof) or to any director or officer of Parent. Since Parent’s inception, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Parent Board or any committee thereof. (k) To Parent’s Knowledge, as of the date hereof, no employee of Parent has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. As of the date hereof, neither Parent nor any officer, employee, contractor, subcontractor or agent of Parent has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a). (l) All accounts payable of Parent on the Parent Subject Balance Sheet or arising thereafter are the result of bona fide transactions in the Ordinary Course of Business. Since the date of the Parent Subject Balance Sheet, Parent has not altered in any material respects its practices for the payment of its accounts payable, including the timing of such payment.

SEC Filings and Financial Statements. The Company 5.8.1. TLC has filed all reports required delivered or made available to be filed by it under the Securities Exchange Act of 1934, as amended LVCI (the "Exchange Act"), including pursuant to Section 13(ai) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report annual report on Form 10-K for the fiscal year ended April 30May 31, 2009 2001 (the "TLC 10-K"), (ii) its proxy statement relating to the annual meeting of stockholders held on October 26, 2000, and (iii) all of its Quarterly Reports other reports, statements, schedules and registration statements filed by TLC with the SEC since July 1, 1998, and in each case all materials incorporated therein by reference or filed therewith as exhibits (the filings referred to in clauses (i) through (iii) above and the materials referred to above, in each case delivered or made available to LVCI prior to the date hereof, being hereinafter referred to as the "TLC SEC Filings"). 5.8.2. The financial statements of TLC prepared in accordance with GAAP, including the notes thereto, included in the TLC SEC Filings (the "TLC Financial Statements") complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of applicable Governmental Authorities and the SEC with respect thereto as of their respective filing dates, and have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements included in quarterly reports on Form 10-Q, as permitted by Form 10-Q for of the fiscal quarters ended SEC). The TLC Financial Statements present fairly the consolidated financial position and results of operations of TLC and its Subsidiaries at the dates presented, subject to year-end adjustments and the absence of notes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of TLC and its Subsidiaries. There has been no change in TLC accounting policies, except as described in the notes to the TLC Financial Statements, since July 311, 2009 and October 31, 2009, each of which were filed late1998. 5.8.3. As of their respective datesits filing date or with respect to any proxy statements included in the TLC SEC Filings, as of the SEC Reports date it was first mailed to TLC stockholders, each such report or statement filed pursuant to the Exchange Act complied as to form and content in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Exchange Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 5.8.4. The financial statements of Each registration statement and any amendment thereto filed pursuant to the Company Securities Act included in the TLC SEC ReportsFilings, as of the same may have been amended date such statement or superseded by a subsequently filed SEC Reportamendment became effective, comply complied as to form and content in all material respects with applicable accounting requirements the Securities Act and did not contain any untrue statement of a material fact or omit 5.8.5. All documents that TLC is responsible for filing with the rules TSE, NASDAQ or any Governmental Authority in connection with the Merger will comply as to form and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared content in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position applicable provisions of the Company as of Securities Act, the Exchange Act, the Ontario Act and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentsExchange Filing Requirements.

SEC Filings and Financial Statements. The (a) Since August 23, 1996 (the date of the Company's initial public offering), the Company has filed with the SEC all registration statements, reports on Form 10-K, 10-Q and 8-K, proxy statements and information statements, and other documents that it was required to be filed by it file under the Securities Exchange Act of 1934, as amended (or the "Exchange Act"). As of their respective dates of filing, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including none of the Company's proxy statements on Schedule 14A, being collectively referred to herein as filings with the "SEC Reports") on a timely basis or has received a valid extension of such time of filing contained (and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Company's Form 10-K for the fiscal year ended April 30, 2009 1998 and its Quarterly Reports on most recent Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"do not contain) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained any an untrue statement of a material fact or omitted (and the Company's Form 10-K for 1998 and its most recent Form 10-Q do not omit) to state any material fact necessary to make any statement of a material fact required to be stated therein or necessary in order to make the statements thereinthat it contained, in light of the circumstances under in which they were made, not misleading. ; and when filed with the SEC, each of the Company's filings with the SEC complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable. (b) The financial statements of the Company included contained in its filings with the SEC Reports(including in each case the accompanying notes, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such but excluding pro forma financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and statements) fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof its Subsidiaries and the consolidated results of their operations and cash flows as of the dates and for each of the periods then endedindicated, and were prepared in accordance with GAAP consistently applied throughout the periods involved, subject, in the case of unaudited any interim financial statements, to normal, normal recurring year-end audit adjustments. (c) The Company's interim financial statements which it has delivered to the Investors (and which are listed in Schedule 3E(c)) were prepared in all material respects on the same basis as the Company's financial statements contained in its filings with the SEC and fairly present the consolidated financial position of the Company and its Subsidiaries and the consolidated results of their operations as of the dates and for the periods indicated, subject to normal recurring year-end adjustments.

SEC Filings and Financial Statements. The Company has (a) Buyer and its Subsidiaries have filed each report and definitive proxy statement (together with all reports amendments thereof and supplements thereto) required to be filed by it under Buyer or any of its Subsidiaries pursuant to the Securities Exchange Act with the SEC since January 1, 2018 (as such documents and documents furnished to the SEC since January 1, 2018 have since the time of 1934their filing been amended or supplemented and to the extent publicly available, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Buyer SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Buyer SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Buyer SEC Reports, and, to the Buyer’s Knowledge, none of the Buyer SEC Reports is subject to ongoing SEC review. (c) The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes and schedules thereto) included in the Buyer SEC Reports, as Reports at the same may have been amended time they were filed or superseded by a subsequently filed SEC Report, comply furnished (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that with respect to unaudited statements as permitted by Form 10-Q of the SEC) and (iii) fairly present (subject, in the case of the unaudited interim financial statements may not contain footnotes required by GAAPincluded therein, to normal year-end adjustments and fairly present the absence of complete footnotes) in all material respects the consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Buyer has heretofore furnished to Seller complete and correct copies of all amendments and modifications that have not been filed by Buyer with the SEC to all agreements, subject, documents and other instruments that previously had been filed by Buyer with the SEC and are currently in the case of unaudited statements, to normal, year-end audit adjustmentseffect.

SEC Filings and Financial Statements. The Company has Buyer and its Subsidiaries have filed each report and definitive proxy statement (together with all reports amendments thereof and supplements thereto) required to be filed by it under Buyer or any of its Subsidiaries pursuant to the Securities Exchange Act with the SEC since January 1, 2018 (as such documents and documents furnished to the SEC since January 1, 2018 have since the time of 1934their filing been amended or supplemented and to the extent publicly available, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Buyer SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Buyer SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Buyer SEC Reports, and, to the knowledge of Buyer, none of the Buyer SEC Reports is subject to ongoing SEC review. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes and schedules thereto) included in the Buyer SEC Reports, as Reports at the same may have been amended time they were filed or superseded by a subsequently filed SEC Report, comply furnished (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that with respect to unaudited statements as permitted by Form 10-Q of the SEC) and (iii) fairly present (subject, in the case of the unaudited interim financial statements may not contain footnotes required by GAAPincluded therein, to normal year-end adjustments and fairly present the absence of complete footnotes) in all material respects the consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. The Company Purchaser has filed with the SEC in a timely manner all reports reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it under the Securities Exchange Act of 1934or the Securities Act since January 3, as amended 2022 (all such documents, collectively, the "Exchange Act"“Purchaser SEC Documents”). The Purchaser SEC Documents, including pursuant to Section 13(a) or 15(d) thereof, for at the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein (in the light of the circumstances under which they were made, ) not misleading. The financial statements of , except to the Company included in the SEC Reports, as the same may have been amended or superseded extent corrected by a subsequently filed Purchaser SEC Report, comply Document and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the rules and regulations Securities Act, as applicable. All of the Commission with respect thereto as audited financial statements and unaudited interim financial statements of the Purchaser included in effect the Purchaser SEC Documents, at the time of filing. Such financial statements have been filed, (x) were prepared in all material respects in accordance with United States generally accepted accounting principles U.S. GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that thereto, or, in the case of unaudited financial statements may not contain footnotes required by GAAPstatements, except as permitted under Form 10-Q under the Exchange Act) and (y) fairly present presented in all material respects the consolidated financial position and consolidated results of operations of the Company Purchaser taken as a whole as of the dates and for the dates thereof and the results of operations and cash flows for the periods then ended, subjectindicated (subject to, in the case of unaudited statements, to normal, normal and recurring year-end audit adjustments).

SEC Filings and Financial Statements. The Company (a) TARGET has filed all reports required previously delivered to be filed by it under the Securities Exchange Act PARENT and to PARENT's counsel a copy of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the CompanyTARGET's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual most recent Report on Form 10-K KSB for the fiscal year period ended April June 30, 2009 and 2003 (the "TARGET 10KSB"), its Quarterly subsequent Reports on Form 10-Q for QSB filed subsequent to the fiscal quarters ended July 31end of the last annual period (the "TARGET 10Qs"), 2009 its Reports on Form 8-K filed subsequent to the end of the last annual period (the "TARGET 8Ks"), TARGET's other reports and October 31proxy statements, 2009if any, filed by PARENT with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the end of the last annual period reported on in the TARGET 10KSB (the "TARGET PROXY AND OTHER REPORTS"), and TARGET's other registration statements, reports, notices and filings filed with the SEC pursuant to the Exchange Act or the Securities Act during the period subsequent to the end of the last annual period reported on in the PARENT 10KSB or, in the case of registration statements filed pursuant to the Securities Act prior to such last annual period, such registration statements if such registration statements are still effective ("TARGET'S SECURITIES ACT FILINGS AND EXCHANGE ACT REPORTS"), sometimes hereafter referred to as TARGET "SEC FILINGS".) (b) As of the date on which each one was filed and as of the date hereof, each of which were filed late. As of their respective dates, the TARGET SEC Reports Filing (i) complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act Act, other applicable securities Laws, and the rules and regulations of the Commission promulgated thereunder, SEC thereunder applicable to such SEC Filings and none of the SEC Reports contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial . (c) Since June 30, 2003, TARGET 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 Company Exchange Act, and all such documents were filed within the time periods specified in the Exchange Act. (d) As of their respective dates, the TARGET Financial Statements included in the TARGET SEC Reports, filings complied as the same may have been amended or superseded by a subsequently filed SEC Report, comply to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filingthereto. Such financial statements The TARGET Financial Statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company TARGET 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 adjustmentsadjustments which would not be material in amount or effect). TARGET keeps proper books, records and accounts in accordance with GAAP which (i) are in all material respects true, complete and correct, (ii) have been maintained in accordance with good business practices, and (iii) are stated in reasonable detail and accurately and fairly reflect the basis for the TARGET Financial Statements. TARGET maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary (x) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, (y) to maintain accountability for assets, and (C) the amount recorded for assets on the books and records of TARGET is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) Since June 30, 2003, TARGET has not incurred any liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise ("LIABILITIES"), other than Liabilities reflected on, or reserved against in, the PARENT Financial Statements, and Liabilities incurred since June 30, 2003 in the ordinary course of business.

SEC Filings and Financial Statements. The Company (a) Parent has filed all reports forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it Parent with the SEC under the Securities Exchange Act of 1934, as amended (or the "Exchange Act"), including pursuant Securities Act since Parent’s incorporation to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof of this Agreement, together with any amendments, restatements or supplements thereto (or such shorter period as the Company was required by law to file such material) (all of the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of this Agreement, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the “Additional Parent SEC Reports”). All Parent SEC Reports, Additional Parent SEC Reports, any such extension correspondence from or to the SEC or NASDAQ (other than its Annual Report on Form 10such correspondence in connection with the initial public offering of Parent) and all certifications and statements required by: (i) Rule 13a-14 or 15d-14 under the Exchange Act; or (ii) 18 U.S.C. § 1350 (Section 906) of the Xxxxxxxx-K for Xxxxx Act with respect to any of the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective datesforegoing (collectively, the “Certifications”) are available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (XXXXX) in full without redaction. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. The Parent SEC Reports complied were, and the Additional Parent SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder. The Parent SEC Reports did not, and none of the Additional Parent SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. The financial Certifications are each true and correct. Parent maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Each director and executive officer of Parent has filed with the SEC on a timely basis all statements required with respect to Parent by Section 16(a) of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements Exchange Act and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such thereunder. (b) The financial statements have been prepared and notes contained or incorporated by reference in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP")Parent SEC Reports fairly present, except as may be otherwise specified in such and the financial statements and notes to be contained in or to be incorporated by reference in the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAPAdditional Parent SEC Reports will fairly present, and fairly present in all material respects the financial position of the Company as of and for the dates thereof condition and the results of operations operations, changes in stockholders’ equity and cash flows of Parent as at the respective dates of, and for the periods then endedreferred to, in such financial statements, all in accordance with: (i) GAAP; and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of unaudited interim financial statements, to normal, normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Reports. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent.

SEC Filings and Financial Statements. (a) The Company Guarantor has filed and furnished in a timely manner all reports reports, schedules, forms, prospectuses and registration, proxy and other statements, in each case, required to be filed or furnished by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) with or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for SEC (collectively, and in each case including all exhibits thereto and documents incorporated by reference therein, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Guarantor SEC Documents”). As of their respective dateseffective dates (in the case of the Guarantor SEC Documents that are Registration Statements filed pursuant to the requirements of the Securities Act) and as of the respective dates of the last amendment filed with the SEC (in the case of all other the Guarantor SEC Documents), the Guarantor SEC Reports Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act case may be, and the rules and regulations of the Commission SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such the Guarantor SEC Documents, and none of the Guarantor SEC Reports Documents as of such 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements . (b) Since the date of the Company included latest Form 10-Q of the Guarantor filed with the SEC, there has not been any change, development, condition, occurrence, event or effect relating to the Guarantor that, individually or in the SEC Reportsaggregate, as the same may have been amended resulted in, or superseded by would reasonably be expected to result in, a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and Material Adverse Effect for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentsGuarantor.

SEC Filings and Financial Statements. The Common Stock of the MOXC is listed on the Nasdaq and the Company has filed all reports reports, schedules, forms, statements and other documents required to be filed by it under with the Securities Exchange Act SEC or any other Governmental Authority (all of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for foregoing filed within the two (2) years preceding the date hereof (or such shorter period amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the Company was required by law “SEC Documents”). MOXC is current with its filing obligations under the Exchange Act. The MOXC represents and warrants that true and complete copies of the SEC Documents are available on the SEC’s website (wxx.xxx.xxx) at no charge to file BTAB, and BTAB acknowledges that it may retrieve all SEC Documents from such material) (website and BTAB’s access to such SEC Documents through such website shall constitute delivery of the foregoing materialsSEC Documents to BTAB; provided, including the Company's proxy statements on Schedule 14Ahowever, being collectively referred that if BTAB is unable to herein as the "SEC Reports") on a timely basis or has received a valid extension obtain any of such time SEC Documents from such website at no charge, as result of filing such website not being available or any other reason beyond BTAB’s control, then upon request from BTAB, MOXC shall deliver to BTAB true and has filed any complete copies of such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed lateDocuments. As of their respective dates, the SEC Reports Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Exchange Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The 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, which amendments or updates are also part of the SEC Documents). As of their respective dates, the consolidated financial statements of the Company MOXC included in the SEC Reports, as Documents (the same may have been amended or superseded by a subsequently filed SEC Report, comply “Financial Statements”) complied in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at thereto. All of the time of filing. Such financial statements Financial Statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved ("GAAP"), except except: (i) as may be otherwise specified indicated in such financial statements Financial Statements or the notes thereto and except that thereto; or (ii) in the case of unaudited financial statements interim statements, to the extent they may not contain exclude footnotes required by GAAPor may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company MOXC as of and for the dates thereof and the consolidated 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). To the knowledge of MOXC and its officers, no other information provided by or on behalf of MOXC to BTAB 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 statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Filings and Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) 13 or Section 15(d) thereof, for of the two (2) years preceding Exchange Act within the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") last 12 months on a timely basis or has received and complied with a valid extension of such time of filing and for filing. The Company has filed any such SEC Reports prior made available to the expiration of any such extension other than its Purchasers the Company's Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended April 30December 31, 2009 2004 (the "Annual Report") and its the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended July March 31, 2009 2005 and October June 30, 2005 (the Quarterly Report for the fiscal quarter ended June 30, 2005 hereinafter referred to as the "Quarterly Report"). Except as set forth on Schedule 3.9, all Company filings with the SEC from and after December 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports 2004 complied as to form and substance in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunderunder the Exchange Act on the respective date of filing and as of such date (or if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), and none of such filings did not, and the SEC Reports contained Private Placement Memorandum does 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. The . (b) Except as set forth on Schedule 3.9, each of the consolidated financial statements of (including, in each case, any related notes thereto) (collectively, the Company included "Financial Statements") contained in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements Annual Report and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been Quarterly Report (i) was prepared in all material respects in accordance with United States generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during throughout the periods involved ("GAAP"), except as may be otherwise specified expressly described in such financial statements or the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the Commission on Form 10-Q under the Exchange Act) and except that unaudited financial statements may not contain footnotes required by GAAP, and (ii) fairly present presents in all material respects the consolidated financial position of the Company as of and for at the respective dates thereof and the consolidated results of its operations and cash flows for the periods then endedindicated, subject, except that the unaudited interim financial statements in the case of unaudited statements, Quarterly Report were or are subject to normal, normal and recurring year-end audit adjustments, none of which are reasonably expected to be material in nature.

SEC Filings and Financial Statements. The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(ai) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, each SEC Filing made by the SEC Reports Seller (x) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (amended, the "Securities Act") and the Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, thereunder and none of the SEC Reports contained (y) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date. The Each of the balance sheets included in or incorporated by reference into the SEC Filings (including the related notes and schedules) fairly presents the financial position of Seller as of its date, and each of the statements of the Company income, retained earnings and cash flows included in or incorporated by reference into the SEC ReportsFilings (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the same case may have been amended or superseded by a subsequently filed SEC Reportbe, comply of Seller for the periods set forth therein, in each case in accordance with GAAP, except as may be noted therein. The Interim Financials (A) are complete and correct in all material respects with applicable accounting requirements and the rules and regulations respects, as of the Commission with respect thereto as in effect at dates and during the time of filing. Such financial statements periods covered thereby, (B) have been prepared in all material respects accordance with GAAP (except for the absence of notes and normal year-end adjustments consistent with past practice) and were derived from and are in agreement with the Books and Records of Seller and reflect only actual, bona fide transactions, (C) accurately reflect the revenue and expenses of Seller during the periods covered thereby, and (D) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Seller for the periods set forth therein , in each case in accordance with United States generally accepted accounting principles applied on a GAAP (except for the absence of notes and normal year-end adjustments consistent basis during the periods involved ("GAAP"with past practice), except as may be otherwise specified in such financial statements or noted therein. The SEC Financials and the notes thereto Interim Financials are collectively referred to herein together as the “Financials.” (ii) The Business Financials (A) are complete and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present correct in all material respects respects, as of the dates and during the periods covered thereby, except that the allocation of selling general and administrative expenses (“SG&A”) and manufacturing overhead (“MOH”) between the Business, on the one hand, and the remainder of Seller’s business, on the other hand, may not be accurate and Seller makes no representation or warranty as to the accuracy of such SG&A and MOH allocations, (B) have been prepared in accordance with the Accounting Principles and were derived from and are in agreement with the Books and Records of Seller and reflect only actual, bona fide transactions, (C) accurately reflect the revenue and expenses of Seller during the periods covered thereby, except for allocation of SG&A and MOH, and (D) fairly present, in all material respects, the financial position of the Company Business as of and for at the respective dates thereof and the results of the operations of the Business and cash flows changes in financial position of the Business for the respective periods then endedcovered thereby, subjectexcept for allocation of SG&A and MOH, all in accordance with the Accounting Principles. (iii) Schedule 2.01(a)(iv) contains a complete and accurate list of the Acquired Accounts Receivable. The invoice dates reflected therein are based on the actual invoice dates (on the respective invoices). Seller has, since the Most Recent Year-End Financials Date, invoiced and collected Accounts Receivable (including the Acquired Accounts Receivable) consistent with Seller’s past practice, without any discounting, acceleration in billing, or acceleration in collection of Accounts Receivable. Seller has never been a party to any factoring or similar arrangement. All Acquired Accounts Receivable (A) will not be subject to any contests, claims, counterclaims or setoffs and will be collected in full within 90 days following the Closing Date, (B) represent valid obligations arising from sales actually made or services actually performed by Seller in the case Ordinary Course of unaudited statementsBusiness, and (C) represent all Accounts Receivable of or relating to normalthe Business. The Acquired Accounts Receivable do not contain any Accounts Receivable resulting from sale involving price discounts outside of the Ordinary Course of Business. (iv) Each item of Acquired Inventory is properly stated on the Interim Financials and on the Books and Records of Seller at the Closing Date. Each Completed Tac Eye System included in the Acquired Inventory is (a) free and clear of any material defect or other deficiency, year-end audit adjustmentsand (b) of a quality and condition useable and saleable in the Ordinary Course of Business. Except as set forth on Schedule 3.01(f)(iv), all of the Acquired Inventory is located at 2000 Xxxxxxxx Xxxxxxxxx Xxxx Line Road, Rochester, New York 14623 and no Acquired Inventory is held on a consignment basis. Except for returns to suppliers due to defects or other quality issues, Seller has not sold any raw materials, components or subassemblies (not consisting of finished goods) to any Person since January 1, 2012 except as described on Schedule 3.01(f)(iv). (v) Schedule 2.01(a)(viii) contains a complete and accurate list of the Customer Deposits existing on the Closing Date, sets forth the amount of the Customer Deposit that has been expended and gives details of such expenditures (including, if applicable, the identity of specific Inventory purchased). The Customer Deposits are all Customer Deposits arising from, or relating to, the Business. All Customer Deposits have been used properly in accordance with Law and any underlying Contract or other obligation with respect thereto, all within the Ordinary Course of Business.

SEC Filings and Financial Statements. The Company has heretofore filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934or other federal securities laws since January 1, as amended 2008 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, or, if applicable, the dates such SEC Reports were amended prior to the date hereof, the SEC Reports (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations other federal securities laws as of the Commission promulgated thereunder, applicable date and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made as to the accuracy of any financial projections or forward-looking statements or completeness of any information furnished by the Company to the SEC pursuant to Regulation FD under the Exchange Act. The financial statements of the Company included in the SEC ReportsCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, as 2009 (including the same may have been amended or superseded by a subsequently filed SEC Reportrelated notes thereto), the Company’s Quarterly Reports on Forms 10-Q for the periods ended March 31, 2010 and June 30, 2010 (including, in each case, the related notes thereto) comply in all material respects with the applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as of the date filed and were prepared in effect at accordance with GAAP, consistently applied (except as may be indicated therein or in the time of filingnotes or schedules thereto). Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal, normal year-end audit adjustments.

SEC Filings and Financial Statements. The Company has filed all reports required heretofore furnished to be filed by it under the Securities Exchange Act Teijin copies of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July December 31, 2009 1996, and October 31all other registration statements, 2009reports and proxy statements filed by the Company with the Securities and Exchange Commission ("SEC") on or after January 1, each 1996 ("SEC Documents"). Each of which were filed late. As of their respective dates, the SEC Reports complied Documents was prepared and filed in all material respects substantial compliance with the requirements provisions of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none . Each of the SEC Reports contained Documents was complete and correct in all material respects as of its date, and, as of its date, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. The consolidated financial statements and the notes thereto contained in the SEC Documents are correct and complete and fairly present the consolidated financial position of the Company included and its subsidiaries on the respective dates thereof and the results of operations for the periods then ended, and the balance sheets and notes thereto contained therein show and properly reflect all material liabilities of the Company and its consolidated subsidiaries on the respective dates thereof, except for various claims and lawsuits against the Company now pending, the total liability from which would not, in the SEC Reportsjudgment of the Company, materially adversely affect the business, properties, or financial condition of the Company and its subsidiaries, taken as the same may have been amended or superseded by a subsequently filed SEC Report, comply whole. Each such financial statement complies as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, and was prepared in all material respects in accordance conformity with United States generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjectexcept, in the case of unaudited statements, to normal, yearas permitted by the SEC for its Quarterly Reports on Form 10-end audit adjustmentsQ).

SEC Filings and Financial Statements. The (a) Since December 31, 2013, the Company has timely filed or otherwise furnished (as applicable) all reports registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to be filed or furnished by it under the Securities Act or the Exchange Act of 1934Act, as amended the case may be (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as documents and any other documents filed by the Company was required by law to file such material) (or any Company Subsidiary with the foregoing materialsSEC, including as have been supplemented, modified or amended since the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing filing, and has filed any such all information incorporated by reference therein, collectively, the “Company SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed lateDocuments”). As of their respective filing dates, the Company SEC Reports complied in all material respects with the requirements Documents (or, if such documents have been amended or superseded by a subsequent filing, as of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations date of the Commission promulgated thereunderlast such amendment or subsequent filing) (i) did not (or with respect to the Company SEC Documents filed or furnished after the date of this Agreement, and none of the SEC Reports contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC. None of the Company Subsidiaries has filed with or furnished to, or is required to file with or furnish to, the SEC any forms, reports or other documents. As of the date of this Agreement, (A) there are no material outstanding or unresolved written comments from the SEC with respect to the Company SEC Documents, (B) to the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment, and (C) there has been no material correspondence between the SEC and the Company or any Company Subsidiary since December 31, 2013 that is not available on the SEC’s Electronic Data Gathering and Retrieval database. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC ReportsDocuments (i) have complied or will comply, as the same case may have been amended or superseded by a subsequently filed SEC Reportbe, comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of such filing. Such financial statements , (ii) have been or will be, as the case may be, prepared from the books and records of the Company and the consolidated Company Subsidiaries in all material respects respects, (iii) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto or, in the case of interim financial statements, for normal and except recurring year-end adjustments that unaudited financial statements are not material in amount or nature and as may not contain footnotes required be permitted by GAAPthe SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act, none of which either individually or in the aggregate will be material in amount) and (iv) fairly present or will fairly present, as the case may be, in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the dates thereof and the results of operations and cash flows for the periods then ended, referred to therein subject, in the case of the unaudited interim financing statements, to normal, normal and year-end audit adjustmentsadjustments as permitted by GAAP and the applicable rules and regulations of the SEC. Since December 31, 2013, there has been no change in the Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Company’s financial statements, except as described in the Company SEC Documents or except as may be required by any regulatory authority. The methodology used to calculate the reserves reflected in the Company’s financial statements is in accordance with GAAP and such reserves have been calculated in a consistent manner. The books and records of the Company and each Company Subsidiary have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only actual transactions.

SEC Filings and Financial Statements. The Company (a) Parent has filed with, or furnished to, the SEC, all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "Parent SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed lateDocuments. As of their respective datesdates or, if amended or supplemented, as of the date of the last such amendment or supplement, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended Documents (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Each of the consolidated financial statements of the Company included in the Parent SEC Reports, as the same may Documents have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries and comply as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries as at the respective dates thereof or for the periods presented therein (subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments that, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Parent). (b) The annual statements for the fiscal years ended December 31, 2003 and December 31, 2002, and the quarterly statements for the periods ended March 31, 2004 and June 30, 2004 of PacifiCare Life and Health Insurance Company and PacifiCare Life Assurance Company filed with the insurance regulatory authorities of the states of Indiana and Colorado, respectively, copies of which have been made available to the Company prior to the date hereof, fairly present in all material respects each such Subsidiary’s respective financial condition as of and for the dates thereof and the their respective results of operations and cash flows for the periods then endedended in conformity with SAP, subject, except as may be reflected in the case of unaudited statements, notes thereto and subject to normal, normal year-end audit adjustments.

SEC Filings and Financial Statements. The Company (a) Parent has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1, 2001 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late"Parent SEC Documents"). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Parent SEC Documents (the "Parent Financial Statements") has been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present presents in all material respects respects, as applicable, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and for the absence of footnotes). (b) The audited balance sheets of the Company Parent's Subsidiaries as of December 31, 2003 and the related audited statements of income and cash flows for each of the years ended December 31, 2003 and December 31, 2002, and the unaudited interim balance sheet as of June 30, 2004 and the related unaudited interim statements of income and cash flows for the six months ended June 30, 2004, and their respective annual statements for the fiscal years ended December 31, 2003 and December 31, 2002 filed with the insurance regulatory authorities (or other comparable state regulatory agencies), copies of which have been delivered to the Company prior to the date hereof present each such Subsidiary's respective statutory financial conditions as of the dates thereof and the their respective results of operations and cash flows for the periods then endedended in conformity with SAP. The other information contained in such annual statements present the information required to be contained therein in conformity with SAP consistently applied. The balance sheets of the Parent's Subsidiaries in respect of any period ending after June 30, subject2004 but before the date of this Agreement, and the related statements of income and cash flows, which have been filed with insurance regulatory authorities (or other comparable state regulatory agencies), copies of which have been delivered to the Company prior to the date hereof, fairly present in all material respects each such Subsidiary's respective statutory financial conditions as of the dates thereof and their respective results of operations and cash flows for the periods then ended in conformity with SAP consistently applied. The financial statements referred to in this Section 5.5(b) are the "Parent Statutory Financial Statements." (c) Parent has established and maintained disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), as required by Rule 13a-15(a) under the Exchange Act. Parent and each of its Subsidiaries maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to Parent and such Subsidiary and has previously disclosed to the Company its work plan, budget and timetable for compliance with the SEC rules promulgated under Section 404 of the Xxxxxxxx-Xxxxx Act. Parent is in compliance in all material respects with the Xxxxxxxx-Xxxxx Act. Parent has disclosed in the case Parent SEC Documents, based on its most recent evaluation thereof, any significant deficiencies in its internal accounting controls which would reasonably be expected to adversely affect in any material respect the Company's ability to record, process, summarize and report financial data. (d) To the knowledge of unaudited statementsParent, to normalneither Parent nor any of its Subsidiaries nor any Representative of Parent or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, year-end audit adjustmentsallegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Filings and Financial Statements. The Company (a) Parent has timely filed all forms, reports and documents required to be filed by it under with the Securities Exchange Act of 1934SEC since July 22, as amended (the "Exchange Act")2015, including pursuant together with any amendments, restatements or supplements thereto. Parent has provided to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as in the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has form filed any such SEC Reports prior with the SEC, except to the expiration of any such extension other than its Annual Report extent available in full without redaction on Form 10-K for the fiscal year ended April 30SEC’s XXXXX website, 2009 and (i) its Quarterly Reports on Form 10-Q for the fiscal quarters periods ended June 30, 2015, and September 30, 2015, and (ii) the Prospectus, all registration statements and other forms, reports and documents (other than Quarterly Reports on Form 10-Q not referred to in clause (i) above) filed by Parent with the SEC since July 3122, 2009 2015 (the forms, reports and October 31other documents referred to in clauses (i) and (ii) above (including those available on the SEC’s XXXXX website) being, 2009, each of which were filed late. As of their respective datescollectively, the “Parent SEC Reports”). The Parent SEC Reports complied were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations of thereunder. The Parent SEC Reports did not at the Commission promulgated thereunder, and none of time they were filed with the SEC Reports (except to the extent that information contained in any Parent SEC Report has been superseded by a later timely filed Parent SEC Report) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The . (b) Each of the financial statements of the Company included (including, in each case, any notes thereto) contained in the Parent SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been Reports was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to normalthe extent set forth on the balance sheet of Parent at December 31, year2015, including the notes thereto (in the form attached hereto as Schedule 4.06(c), the “Parent Balance Sheet”), Parent has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for (i) liabilities and obligations incurred since the date of the Parent Balance Sheet in the ordinary course of business which are not, individually or in the aggregate, material to Parent; (ii) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement; and (iii) liabilities and obligations which are not, individually or in the aggregate, material to Parent. (d) Parent has heretofore furnished to the Company complete and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. (e) All comment letters received by Parent from the SEC or the staff thereof since its inception and all responses to such comment letters filed by or on behalf of Parent are publicly available on the SEC's XXXXX website. (f) To Parent’s Knowledge, since July 22, 2015, each director and executive officer of Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (g) Since July 22, 2015, Parent has timely filed and made available to the Company all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-end Xxxxx Act of 2002) with respect to any Parent SEC Report (the “Parent Certifications”). Each of the Parent Certifications is true and correct. Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. As used in this Section 4.06, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (h) Parent maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Parent has designed and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (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. (i) All non-audit adjustmentsservices were approved by the audit committee of the board of directors and committees of Parent. Parent has no off-balance sheet arrangements. (j) Neither Parent nor, to the Knowledge of Parent, any manager, director, officer, employee, auditor, accountant or representative of Parent has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices. No attorney representing Parent, whether or not employed by Parent, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the board of directors of Parent (or any committee thereof) or to any director or officer of Parent. Since Parent’s inception, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of Parent or any committee thereof. (k) To the Knowledge of Parent, no employee of Parent has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither Parent nor any officer, employee, contractor, subcontractor or agent of Parent has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a). (l) All accounts payable of Parent reflected on the Parent Balance Sheet or arising thereafter are the result of bona fide transactions in the ordinary course of business. Since the date of the Parent Balance Sheet, Parent has not altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment.

SEC Filings and Financial Statements. (a) The Company Purchaser has timely filed all forms, reports and documents required to be filed by it under with the Securities Exchange Act of 1934SEC since June 22, as amended (the "Exchange Act")2017, including pursuant to Section 13(a) together with any amendments, restatements or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or supplements thereto. The Purchaser has received a valid extension of such time of filing and has filed any such SEC Reports prior provided to the expiration of any such extension other than Seller, in the form filed with the SEC, except to the extent available in full without redaction on the SEC’s XXXXX website, (i) its Annual Report on Form 10-K for the fiscal year ended April 30December 31, 2009 2017 and its Quarterly Reports Report on Form 10-Q for the fiscal quarters quarter ended July March 31, 2009 2018 and October 31(ii) the Prospectus, 2009all registration statements and other forms, each of which were reports and documents filed late. As of their respective datesby the Purchaser with the SEC since its inception (the forms, reports and other documents referred to in clauses (i) and (ii) above being collectively, the “Purchaser SEC Reports”). The Purchaser SEC Reports complied were, and the Additional Purchaser SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder. The Purchaser SEC Reports did not, and none of the Additional Purchaser SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC Reports (except to the extent that information contained (i) in any Purchaser SEC Report or (ii) in any Additional Purchaser SEC Report is superseded by a later timely filed Additional Purchaser SEC Report) has been superseded by a later timely filed the Purchaser SEC Report) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The . (b) Each of the financial statements of the Company included (including, in each case, any notes thereto) contained in the Purchaser SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been Reports was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of the Purchaser as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to normalthe extent set forth on the balance sheet of the Purchaser as at March 31, year2018, including the notes thereto (the “Purchaser Balance Sheet”), the Purchaser has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for: (i) liabilities and obligations incurred since the date of the Purchaser Balance Sheet in the Ordinary Course of Business which are not, individually or in the aggregate, material to the Purchaser; (ii) liabilities and obligations incurred in connection with the Transactions; and (iii) liabilities and obligations which are not, individually or in the aggregate, material to the Purchaser. (d) The Purchaser has heretofore furnished to the Seller complete and correct copies of all amendments and modifications that have not been filed by the Purchaser with the SEC to all agreements, documents and other instruments that previously had been filed by the Purchaser with the SEC and are currently in effect. (e) All comment letters received by the Purchaser from the SEC or the staff thereof since its inception and all responses to such comment letters filed by or on behalf of the Purchaser are publicly available on the SEC’s XXXXX website or otherwise have been made available to the Seller. (f) To the Purchaser’s Knowledge, since June 22, 2017, each director and executive officer of the Purchaser has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. 44 (g) Since June 22, 2017, the Purchaser has timely filed and made available to the Company all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-end Xxxxx Act of 2002) with respect to any Purchaser SEC Report. Each such certification is true and correct. The Purchaser maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning the Purchaser is made known on a timely basis to the individuals responsible for the preparation of the Purchaser SEC Reports and other public disclosure documents. Section 4.06(g) of the Purchaser Disclosure Letter lists, and the Purchaser has made available to the Seller, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in this Section 4.06, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (h) The Purchaser maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. The Purchaser has designed and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Purchaser maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (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. Section 4.06(h) of the Purchaser Disclosure Letter lists, and the Purchaser has provided to the Company complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. (i) All non-audit adjustmentsservices were approved by the audit committee of the board of directors and committees of the Purchaser. The Purchaser has no off-balance sheet arrangements. (j) Neither the Purchaser nor, to the Purchaser’s Knowledge, any of its Representatives has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Purchaser or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Purchaser has engaged in questionable accounting or auditing practices. No attorney representing the Purchaser, whether or not employed by the Purchaser, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Purchaser or any of its officers, directors, employees or agents to the board of directors of the Purchaser (or any committee thereof) or to any director or officer of the Purchaser. Since the Purchaser’s inception, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Purchaser or any committee thereof. (k) To the Purchaser’s Knowledge, no employee of the Purchaser has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Purchaser nor any officer, employee, contractor, subcontractor or agent of the Purchaser has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Purchaser in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a). (l) All accounts payable of the Purchaser reflected on the Purchaser Balance Sheet or arising thereafter are the result of bona fide transactions in the Ordinary Course of Business. Since the date of the Purchaser Balance Sheet, the Purchaser has not altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment.

SEC Filings and Financial Statements. (a) The Company has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1, 2001 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late"Company SEC Documents"). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Company SEC Documents (the "Company Financial Statements") has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present presents in all material respects respects, as applicable, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and for the absence of footnotes). (b) The audited balance sheets of the Company's Subsidiaries as of December 31, 2003 and the related audited statements of income and cash flows for each of the years ended December 31, 2003 and December 31, 2002, and the unaudited interim balance sheet as of June 30, 2004 and the related unaudited interim statements of income and cash flows for the six months ended June 30, 2004, and their respective annual statements for the fiscal years ended December 31, 2003 and December 31, 2002 filed with the insurance regulatory authorities (or other comparable state regulatory agencies), copies of which have been delivered to Parent prior to the date hereof present each such Subsidiary's respective statutory financial conditions as of the dates thereof and the their respective results of operations and cash flows for the periods then endedended in conformity with SAP. The other information contained in such annual statements presents the information required to be contained therein in conformity with SAP consistently applied. The balance sheets of the Company's Subsidiaries in respect of any period ending after June 30, subject2004 but before the date of this Agreement, and the related statements of income and cash flows, which have been filed with insurance regulatory authorities (or other comparable state regulatory agencies), copies of which have been delivered to Parent prior to the date hereof, fairly present in all material respects each such Subsidiary's respective statutory financial conditions as of the dates thereof and their respective results of operations and cash flows for the periods then ended in conformity with SAP consistently applied. The financial statements referred to in this Section 4.5(b) are the "Company Statutory Financial Statements." (c) The Company has established and maintained disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), as required by Rule 13a-15(a) under the Exchange Act. The Company is in compliance in all material respects with the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"). The Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to the Company and such Subsidiary and has previously disclosed to Parent its work plan, budget and timetable for compliance with the SEC rules promulgated under Section 404 of the Xxxxxxxx-Xxxxx Act. The Company has disclosed in the case Company SEC Documents, based on its most recent evaluation thereof, any significant deficiencies in its internal accounting controls which would reasonably be expected to adversely affect in any material respect the Company's ability to record, process, summarize and report financial data. (d) To the knowledge of unaudited statementsthe Company, to normalneither the Company nor any of its Subsidiaries nor any Representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, year-end audit adjustmentsallegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Filings and Financial Statements. The Company (i) Seller has filed all reports required heretofore delivered to be filed by it under the Securities Exchange Act Purchaser copies of 1934, as amended Seller’s (the "Exchange Act"), including pursuant to Section 13(ax) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30December 31, 2009 and its 2006, (y) Quarterly Reports Report on Form 10-Q for the fiscal quarters quarter ended July September 30, 2007. Since December 31, 2009 2005, Seller has timely filed all reports, registration statements and October 31, 2009, each of which were other documents required to be filed late. As of their respective dates, with the SEC Reports under the rules and regulations of the SEC, and all such reports, registration statements and other documents have complied in all material respects respects, as of their respective filing and effective dates, as the case may be, with the all applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act"”) and the Securities Exchange Act of 1934, as amended. As of their respective filing and the rules and regulations of the Commission promulgated thereundereffective dates, and none of the SEC Reports such reports, registration statements or other documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The . (ii) Seller has delivered, or to the extent applicable with respect to the 2007 Annual Statement will deliver prior to the Closing, to Purchaser complete and correct copies of the following statutory financial statements: (A) the Annual Statements of Georgia Casualty filed with the Georgia Insurance Department and Association Casualty filed with the Texas Insurance Department for the years ending December 31, 2004, 2005 and 2006 and, in the event that the Closing occurs after March 1, 2008, for the year ending December 31, 2007 (the “2007 Annual Statement”), together with the exhibits and schedules thereto (collectively, the “Annual Statements”); (B) the Quarterly Statements of Georgia Casualty filed with the Georgia Insurance Department and of Association Casualty filed with the Texas Insurance Department for the quarters ending March 31, 2007, June 30, 2007 and September 30, 2007, together with the exhibits and schedules thereto (collectively, the “Quarterly Statements”); and (C) the audited statutory balance sheets of Georgia Casualty and Association Casualty on an unconsolidated basis as of and for the years ended December 31, 2004, 2005 and 2006, and the audited statutory statements of operations, changes in capital and surplus, and cash flows of Georgia Casualty and Association Casualty on an unconsolidated basis as of and for the years ended December 31, 2004, 2005 and 2006 (such financial statements, including all notes and schedules thereto, the independent auditors’ report of Deloitte & Touche LLP thereon (with respect to the financial statements for the years ended December 31, 2004 and 2005) and the independent auditors’ report of BDO Sxxxxxx, LLP thereon (with respect to the Company financial statements for the years ended December 31, 2006), being the “Audited Statutory Statements”) (the balance sheet as of December 31, 2006 included in the SEC Reports, Audited Statutory Statements is referred to herein as the same may have been amended or superseded by a subsequently filed SEC Report“2006 Balance Sheet”). The statutory financial statements contained in the Annual Statements (and with respect to clause (ii) below, comply other items contained in all material respects with applicable accounting requirements the Annual Statements) and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements Audited Statutory Statements (i) have been prepared in all material respects in accordance conformity with United States generally accepted accounting principles SAP using comparable estimates and assumptions applied on a consistent basis during with the periods involved ("GAAP")December 31, 2006 financial statements, except as may be otherwise specified in such that the financial statements or contained in the notes thereto Quarterly Statements are unaudited, (ii) are true, correct and except that unaudited financial statements may not contain footnotes required by GAAPcomplete and in accordance with the books and records of Georgia Casualty and Association Casualty, and fairly (iii) present in all material respects fully and fairly, on a SAP basis, the financial position condition, assets and liabilities of each of Georgia Casualty and Association Casualty, as the case may be, as of the Company as of and for the respective dates thereof and the results of operations and cash flows for the respective periods then ended, subject, indicated. The financial statements contained in the case Quarterly Statements include all adjustments necessary for a fair presentation of unaudited statementsthe financial position of each of Georgia Casualty and Association Casualty, respectively, and the results of their respective operations for the interim period presented, subject to normal, normal recurring year-end audit adjustmentsadjustments and the omission of footnote disclosures.

SEC Filings and Financial Statements. The Company has Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all reports amendments thereof and supplements thereto) required to be filed by it under Parent or any of its Subsidiaries pursuant to the Securities Exchange Act of 1934with the SEC since January 1, 2020 (such documents and the documents furnished to the SEC since January 1, 2020, as amended (or supplemented and to the "Exchange Act")extent publicly available, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Parent SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Parent SEC Reports, and, to the knowledge of Parent, none of the Parent SEC Reports is subject to ongoing SEC review. Except as set forth on Schedule 4.07, the audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes and schedules thereto) included in the Parent SEC Reports, as Reports at the same may have been amended time they were filed or superseded by a subsequently filed SEC Report, comply furnished (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, (ii) were prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that with respect to unaudited statements as permitted by Form 10-Q of the SEC) and (iii) fairly present (subject, in the case of the unaudited interim financial statements may not contain footnotes required by GAAPincluded therein, to normal year-end adjustments and fairly present the absence of complete footnotes) in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject, . Parent is a “well-known seasoned issuer” as defined in Rule 405 under the case Securities Act and is eligible to file an automatically effective resale registration statement on Form S-3 pursuant to the Securities Act in accordance with the requirements of unaudited statements, Form S-3 and all other applicable rules of the Securities and Exchange Commission. The 2021 Registration Statement is currently effective under the Securities Act and will remain effective upon the filing of the prospectus supplement referred to normal, year-end audit adjustmentsin Section 5.08(a). The 2021 Registration Statement does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings and Financial Statements. The (a) Since December 31, 2010, the Company has filed or furnished all forms, documents and reports required to be filed by it or furnished with the SEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, the “SEC Filings”). Each of 1934the SEC Filings, in each case as of its filing date, or, if amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, as finally amended prior to the fiscal year ended April 30date hereof, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports has complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports Filings, when filed, or, if amended prior to the date hereof, as finally amended 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. None of the Company’s Subsidiaries is required to file periodic reports with the SEC. To the Knowledge of the Company, the Company has not been notified in writing that any of the SEC Filings is the subject of ongoing SEC review, comment or investigation. (b) The condensed consolidated financial statements of (including the Company related notes and schedules) included in the SEC ReportsFilings (if amended prior to the date hereof, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at date of the time of filing. Such financial statements last such amendment prior to the date hereof) have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during throughout the periods involved ("GAAP"), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except thereto) and, on that unaudited financial statements may not contain footnotes required by GAAPbasis, and fairly present presented, in all material respects respects, the consolidated financial position condition, income, comprehensive income, changes in stockholder’s equity and cash flows of the Company and its Subsidiaries as of the indicated dates and for the dates thereof and the results of operations and cash flows for the indicated periods then ended, (subject, in the case of unaudited statements, to normal, normal year-end audit adjustmentsadjustments and to any other adjustments described therein, including the notes thereto). (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule, there exist no liabilities of any nature of the Company or any of its Subsidiaries, whether accrued, contingent or otherwise, that would be required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such liabilities (i) that were reflected, reserved for or otherwise disclosed in the Company’s consolidated balance sheet as of December 31, 2012 included in the SEC Filings, (ii) that were incurred (A) in the ordinary course of business after December 31, 2012 or (B) in connection with the Company’s sale process, including the consideration of the transactions contemplated by this Agreement and any transactions potentially competing with or alternative to such transactions or proposals from other third parties relating to any competing or alternative transactions, the entry into this Agreement and the performance of the transactions contemplated by this Agreement, (iii) arising or resulting from an existing Contract, except to the extent that such liabilities arose or resulted from a breach or a default under such Contract by the Company or any of its Subsidiaries, or (iv) that would not have, individually or in the aggregate, a Material Adverse Effect.

SEC Filings and Financial Statements. The Company 7.7.1 To the knowledge of Licensee and Warranting Shareholder, Licensee has filed with the SEC and made available to Licensor or its representatives all forms, reports and documents required to be filed by it under Licensee with the Securities Exchange Act of 1934SEC since March 31, as amended 2001 (collectively, the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "Licensee SEC Reports") on a timely basis or has received a valid extension ). To the knowledge of such time of filing Licensee and has filed any such Warranting Shareholder, the Licensee SEC Reports prior to (i) at the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30time filed, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange 33 Act and the rules and regulations of 34 Act, as the Commission promulgated thereundercase may be, and none (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the SEC Reports contained date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Licensee SEC Reports or necessary in order to make the statements thereinin such Licensee SEC Reports, in the light of the circumstances under which they were made, not misleading. The . 7.7.2 To the knowledge of Licensee and Warranting Shareholder, each of the financial statements of the Company included (including, in each case, any related notes) contained in the Licensee SEC Reports, including any Licensee SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as the same may have been amended or superseded by a subsequently filed SEC Report, comply to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, was prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved ("GAAP"), except as may be otherwise specified indicated in the notes to such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q or Form 10-QSB of the SEC) and fairly presented the consolidated financial position of Licensee at the respective dates and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal, normal and recurring year-end audit adjustmentsadjustments which were not or are not expected to be material in amount.

SEC Filings and Financial Statements. The Company Since December 31, 2003, Acquired Corporation has filed all forms, reports and documents with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934, as amended federal securities Laws and SEC rules and regulations thereunder (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Acquired Corporation SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009”), each of which were complied as to form, at the time such form, report or document was filed late(and subject to any subsequent amendments thereto), in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the applicable rules and regulations thereunder. To the Knowledge of the Acquired Corporation, and except as disclosed in the Acquired Corporation Disclosure Supplement each member of its board of directors has filed all forms, reports and documents with the SEC required to be filed by him pursuant to the federal securities Laws and SEC rules and regulations thereunder. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the Acquired Corporation SEC Reports contained any untrue statement 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified disclosed in such financial statements or the Acquired Corporation Disclosure Supplement. Except as disclosed in the Acquired Corporation Disclosure Supplement, each of the balance sheets in the Acquired Corporation SEC Reports (including the related notes thereto and except that unaudited financial statements may not contain footnotes required by GAAPschedules, and subject to any subsequent amendments to such Acquired Corporation SEC Reports) fairly present in all material respects presents the financial position condition of the Company as of and for the dates thereof and the results of operations and cash flows entity or entities to which it relates for the periods then ended, set forth therein (subject, in the case of unaudited interim statements, to normal, normal year-end audit adjustmentsadjustments that are not material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Acquired Corporation has no material obligations or liabilities (contingent or otherwise) except as disclosed in the Acquired Corporation Disclosure Supplement. For purposes of this paragraph, “material” shall have the meaning of such term as defined under the 1933 Act, the 1934 Act and the rules promulgated thereunder.

SEC Filings and Financial Statements. (a) The Company Buyer has timely filed all forms, reports and documents required to be filed by it under with the Securities Exchange Act of 1934SEC since November 2, as amended 2017, together with any amendments, restatements or supplements thereto, and all such forms, reports and documents required to be filed subsequent to the Effective Date will be timely filed (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“Additional Buyer SEC Reports") on a timely basis or ”). The Buyer has received a valid extension of such time of filing and has filed any such SEC Reports prior provided to the expiration of any such extension other than Sellers, in the form filed with the SEC, except to the extent available in full without redaction on the SEC’s XXXXX website, (i) its Annual Report Reports on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July December 31, 2009 2017 and October 31(ii) the Prospectus, 2009all registration statements and other forms, each of which were reports and documents filed late. As of their respective datesby the Buyer with the SEC since its inception (the forms, reports and other documents referred to in clauses (i) through (ii) above being, collectively, the “Buyer SEC Reports”). The Buyer SEC Reports complied were, and the Additional Buyer SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder. The Buyer SEC Reports did not, and none of the Additional Buyer SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC Reports (except to the extent that information contained (i) in any Buyer SEC Report has been superseded by a later timely filed the Buyer SEC Report or (ii) in any Additional Buyer SEC Report is superseded by a later timely filed Additional Buyer SEC Report) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The . (b) Each of the financial statements of the Company included (including, in each case, any notes thereto) contained in the Buyer SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been Reports was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of the Buyer as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to normalthe extent set forth on the balance sheet of the Buyer as at December 31, year2017, including the notes thereto (the “Buyer Balance Sheet”), the Buyer has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for: (i) liabilities and obligations incurred since the date of the Buyer Balance Sheet in the Ordinary Course of Business which are not, individually or in the aggregate, material to the Buyer; (ii) liabilities and obligations incurred in connection with the Transactions; and (iii) liabilities and obligations which are not, individually or in the aggregate, material to the Buyer. (d) All comment letters received by the Buyer from the SEC or the staff thereof since its inception and all responses to such comment letters filed by or on behalf of the Buyer are publicly available on the SEC’s XXXXX website. (e) To the Buyer’s knowledge, since November 2, 2017, each director and executive officer of the Buyer has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (f) Since November 2, 2017, the Buyer has timely filed and made available to the Company all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-end Xxxxx Act of 2002) with respect to any Buyer SEC Report. Each such certification is true and correct. The Buyer maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning the Buyer is made known on a timely basis to the individuals responsible for the preparation of the Buyer’s SEC filings and other public disclosure documents. Buyer has made available to the Seller, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in this Section 6.7, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (g) The Buyer maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. The Buyer has designed and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Buyer maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (iii) access to assets is permitted only in accordance with management’s general or specific authorization. (h) All non-audit adjustmentsservices were approved by the audit committee of the Buyer Board. The Buyer has no off-balance sheet arrangements. (i) Neither the Buyer nor, to the Buyer’s knowledge, any of its Representatives has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Buyer or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Buyer has engaged in questionable accounting or auditing practices. No attorney representing the Buyer, whether or not employed by the Buyer, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Buyer or any of its officers, directors, employees or agents to the Buyer Board (or any committee thereof) or to any director or officer of the Buyer. Since the Buyer’s inception, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel and the Buyer Board or any committee thereof. (j) To the Buyer’s knowledge, no employee of the Buyer has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Buyer nor any officer, employee, contractor, subcontractor or agent of the Buyer has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Buyer in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a). (k) All accounts payable of the Buyer reflected on the Buyer Balance Sheet or arising thereafter are the result of bona fide transactions in the Ordinary Course of Business. Since the date of the Buyer Balance Sheet, the Buyer has not altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment.

SEC Filings and Financial Statements. The Company (a) Parent has timely filed all forms, reports and documents required to be filed by it under with the Securities Exchange Act of 1934SEC since July 22, as amended (the "Exchange Act")2015, including pursuant together with any amendments, restatements or supplements thereto. Parent has provided to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as in the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has form filed any such SEC Reports prior with the SEC, except to the expiration of any such extension other than extent available in full without redaction on the SEC’s XXXXX website, (i) its Annual Report on Form 10-K (and Amendment No. 1 thereto) for the fiscal year ended April 30December 31, 2009 and 2015, (ii) its Quarterly Reports on Form 10-Q for the fiscal quarters quarterly periods ended July March 31, 2009 2016, June 30, 2016, and October 31September 30, 20092016, each of which were and (iii) the Prospectus, all registration statements and other forms, reports and documents (other than the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q not referred to in clauses (i) and (ii) above) filed late. As of their respective datesby Parent with the SEC since July 22, 2015 (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above (including those available on the SEC’s XXXXX website) being, collectively, the “Parent SEC Reports”). The Parent SEC Reports complied were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations of thereunder. The Parent SEC Reports did not at the Commission promulgated thereunder, and none of time they were filed with the SEC Reports (except to the extent that information contained in any Parent SEC Report has been superseded by a later timely filed Parent SEC Report) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The . (b) Each of the financial statements of the Company included (including, in each case, any notes thereto) contained in the Parent SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been Reports was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to normalthe extent set forth on the balance sheet of Parent at September 30, year2016, including the notes thereto (as set forth in Parent’s Quarterly Report on Form 10-end Q for the quarterly period ended September 30, 2016 on file with the SEC, the “Parent Subject Balance Sheet”), Parent has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for (i) liabilities and obligations incurred since the date of the Parent Subject Balance Sheet in the Ordinary Course of Business that are not, individually or in the aggregate, material to Parent and none of which results from or arises out of any material breach of or material default under any Contract, material breach of warranty, tort, material infringement or material violation of Law; (ii) liabilities and obligations incurred in connection with the transactions contemplated by Parent as set forth in this Agreement; and (iii) liabilities and obligations which are not, individually or in the aggregate, material to Parent. (d) Parent has heretofore furnished to the Company complete and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. (e) All comment letters received by Parent from the SEC or the staff thereof since its inception through the date hereof and all responses to such comment letters filed by or on behalf of Parent are either publicly available on the SEC’s XXXXX website or otherwise been made available to the Company. (f) To Parent’s Knowledge, since July 22, 2015, each director and executive officer of Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (g) Since July 22, 2015, Parent has timely filed and made available to the Company all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any Parent SEC Report (the “Parent Certifications”). Each of the Parent Certifications is true and correct. Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. As used in this Section 4.06, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (h) Parent maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Parent has designed and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (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. (i) All non-audit adjustmentsservices were approved by the audit committee of the board of directors and committees of Parent. Parent has no off-balance sheet arrangements. (j) Neither Parent nor, to Parent’s Knowledge, any manager, director, officer, employee, auditor, accountant or representative of Parent has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices. No attorney representing Parent, whether or not employed by Parent, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Parent Board (or any committee thereof) or to any director or officer of Parent. Since Parent’s inception, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Parent Board or any committee thereof. (k) To Parent’s Knowledge, no employee of Parent has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither Parent nor any officer, employee, contractor, subcontractor or agent of Parent has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a). (l) All accounts payable of Parent on the Parent Subject Balance Sheet or arising thereafter are the result of bona fide transactions in the Ordinary Course of Business. Since the date of the Parent Subject Balance Sheet, Parent has not altered in any material respects its practices for the payment of its accounts payable, including the timing of such payment.

SEC Filings and Financial Statements. The Company has filed (a) As of the respective dates of their filing with the SEC, all reports required to be reports, registration statements and other filings, together with any amendments thereto, filed by it under the Securities Exchange Act of 1934Company with the SEC since January 1, as amended 2004 (the "Exchange Act"“SEC Reports”), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act Act, and the rules and regulations of the Commission SEC promulgated thereunder, and none of except as disclosed in the SEC Reports. The SEC Reports contained did not at the time they were filed with the SEC, or will not at the time they are filed with the SEC, 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 are made, not misleading. . (b) The consolidated financial statements of the Company included and its Subsidiaries (together, in the case of year-end statements, with reports thereon by the independent auditors of the Company, including in each case a consolidated balance sheet, a consolidated statement of income, a consolidated statement of shareholders’ equity and a consolidated statement of cash flows, and accompanying schedules and notes) contained in or incorporated by reference in the SEC ReportsReports and any such reports, as registration statements and other filings to be filed by the same may Company with the SEC prior to the Effective Time (the “Financial Statements”), (i) have been amended or superseded by a subsequently filed SEC Report, comply will be prepared in all material respects accordance with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles SEC and GAAP consistently applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto thereto) and except that unaudited financial statements may not contain footnotes required by GAAP, and (ii) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of and for the respective dates thereof and the consolidated results of operations operations, statements of shareholders’ equity and cash flows for the periods then endedindicated, subject, in except that any unaudited interim financial statements were or will be subject to normal and recurring year end adjustments and may omit footnote disclosure as permitted by regulations of the case of unaudited statements, to normal, year-end audit adjustmentsSEC.

SEC Filings and Financial Statements. The Company (a) Buyer has filed all forms, reports and documents required to be filed by it under with the Securities Exchange Act SEC since its inception, together with any amendments, restatements or supplements thereto, and will file all such forms, reports and documents required to be filed subsequent to the date of 1934, as amended this Agreement (the "Exchange Act"“Additional Buyer SEC Reports”), including pursuant . Buyer has made available to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as in the "SEC Reports"form filed with the SEC, (i) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters periods ended July March 31, 2009 2011, June 30, 2011 and October 31September 30, 20092011, each of which were and (ii) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (i) above) filed late. As of their respective datesby Buyer with the SEC since its inception (the forms, reports and other documents referred to in clauses (i) and (ii) above being, collectively, the “Buyer SEC Reports”). The Buyer SEC Reports complied were, and the Additional Buyer SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder. The Buyer SEC Reports did not, and none of the Additional Buyer SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC Reports (except to the extent that information contained in any Buyer SEC Report or Additional Buyer SEC Report has been or is revised or superseded by a later filed Buyer SEC Report or Additional Buyer SEC Report) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The . (b) Each of the financial statements of the Company included (including, in each case, any notes thereto) contained in the Buyer SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been Reports was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of Buyer as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to normalthe extent set forth on the balance sheet of Buyer as at September 30, year2011, including the notes thereto (the “2011 Buyer Balance Sheet”), Buyer has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for (i) liabilities and obligations incurred since the date of the 2011 Buyer Balance Sheet in the ordinary course of business which are not, individually or in the aggregate, material to Buyer; (ii) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement; and (iii) liabilities and obligations which are not, individually or in the aggregate, material to Buyer. (d) Buyer has heretofore furnished to the Company complete and correct copies of all amendments and modifications that have not been filed by Buyer with the SEC to all agreements, documents and other instruments that previously had been filed by Buyer with the SEC and are currently in effect. (e) Buyer has made available to the Company all comment letters received by Buyer from the SEC or the staff thereof since its inception and all responses to such comment letters filed by or on behalf of Buyer. (f) To the knowledge of Buyer, each director and executive officer of Buyer has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (g) Buyer has timely filed and made available to the Company all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-end audit adjustmentsXxxxx Act of 2002) with respect to any Buyer SEC Report (the “Buyer Certifications”). Each of the Buyer Certifications is true and correct. Buyer maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning Buyer is made known on a timely basis to the individuals responsible for the preparation of Buyer’s SEC filings and other public disclosure documents.

SEC Filings and Financial Statements. The Company (a) Except as set forth in Schedule 5.07(a) or as disclosed in the Acquiror SEC Documents, Acquiror has filed and furnished all reports reports, schedules, forms, prospectuses and registration, proxy and other statements, in each case, required to be filed or furnished by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) with or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for SEC (collectively, and in each case including all exhibits thereto and documents incorporated by reference therein, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Acquiror SEC Documents”). As of their respective dateseffective dates (in the case of Acquiror SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of the respective dates of the last amendment filed with the SEC (in the case of all other Acquiror SEC Documents), the Acquiror SEC Reports Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act case may be, and the rules and regulations of the Commission SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Acquiror SEC Documents, and none of the Acquiror SEC Reports Documents as of such 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 therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included information provided in the Acquiror SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply Documents is true in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such respects. (b) The consolidated financial statements have been prepared and notes of Acquiror and its Subsidiaries contained or incorporated by reference in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and Acquiror SEC Documents fairly present in all material respects the financial position of the Company as of and for the dates thereof condition and the results of operations operations, changes in stockholders’ equity and cash flows of Acquiror and its Subsidiaries reflected therein as at the respective dates of, and for the periods then endedreferred to in, such consolidated financial statements, all in accordance with: (i) GAAP; and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of unaudited interim financial statements, to normal, normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Acquiror has no off-balance sheet arrangements that are not disclosed in the Acquiror SEC Documents. (c) Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that material information relating to Acquiror is made known to Acquiror’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To the Knowledge of Acquiror, such disclosure controls and procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls and, to the Knowledge of the Acquiror, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror’s financial statements for external purposes in accordance with GAAP. No financial statements other than those of the Acquiror are required by GAAP to be included in the consolidated financial statements of Acquiror. (d) Since the date of the latest Form 10-K of Acquiror filed with the SEC, there has not been any change, development, condition, occurrence, event or effect relating to Acquiror that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, an Acquiror Material Adverse Effect.

SEC Filings and Financial Statements. The (a) Except as set forth on Schedule 2.07 of the Company Disclosure Letter, the Company has timely filed or furnished all reports forms, reports, schedules, forms, statements and other documents required to be filed by it under with the Securities Exchange Act of 1934SEC (collectively, as they have been amended (since the "Exchange Act"time of their filing and including all exhibits and supplements thereto, the “SEC Reports”), including pursuant and, as of the Closing, shall have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to Section 13(a) be filed or 15(d) thereof, for furnished with the two (2) years preceding SEC subsequent to the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such this Agreement. The SEC Reports prior did not at the time they were filed with the SEC (except to the expiration of extent that information contained in any such extension other than its Annual SEC Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were has been superseded by a later timely filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"Report) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. The . (b) Each of the financial statements of the Company included (including, in each case, any notes thereto) contained in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been Reports was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to normalthe extent set forth on the balance sheet of the Company at June 30, year2024, including the notes thereto (as set forth in the Company’s Quarterly Report on Form 10-end audit adjustmentsQ for the quarterly period ended June 30, 2024 on file with the SEC, the “Company Subject Balance Sheet”) or described in Schedule 2.07 of the Company Disclosure Letter, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), of the type required to be reflected on a consolidated balance sheet prepared in accordance with GAAP except for (i) liabilities and obligations incurred since the date of the Company Subject Balance Sheet in the Ordinary Course of Business that are not, individually or in the aggregate, material to the Company and none of which results from or arises out of any material breach of or material default under any contract, material breach of warranty, tort, material infringement or material violation of Law; (ii) liabilities and obligations incurred in connection with the transactions contemplated by the Company as set forth in this Agreement; (iii) the Company Transaction Costs; and (iv) liabilities and obligations which are not, individually or in the aggregate, material to the Company. (d) The Company has heretofore furnished to Parent and Merger Sub complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. (e) All comment letters received by the Company from the SEC or the staff thereof since its inception through the date hereof and all responses to such comment letters filed by or on behalf of the Company are either publicly available on the SEC’s EXXXX website or have otherwise been made available to Parent and Merger Sub. (f) To the Company’s Knowledge each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (g) The Company has timely filed and made available to Parent and the Merger Sub all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any SEC Report (the “Company Certifications”). Each of the Company Certifications is true and correct. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. As used in this Section 2.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (h) The Company maintains and shall continue to maintain a standard system of accounting established and administered in accordance with GAAP. The Company has designed and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (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. (i) The Company has no off-balance sheet arrangements. (j) Neither the Company nor, to the Knowledge of the Company, any manager, director, officer, employee, auditor, accountant or other Representative of the Company has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. No attorney representing the Company, whether or not employed by the Company, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board (or any committee thereof) or to any director or officer of the Company. Since the Company’s inception, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (k) Neither the Company nor any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

SEC Filings and Financial Statements. (a) The Company has timely filed or furnished all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under or furnished pursuant to the Securities Exchange Act of 1934or other Securities Laws since January 31, as amended 2010 (the "Exchange Act")such documents, including pursuant to Section 13(a) together with any documents filed or 15(d) thereof, for the two (2) years preceding the date hereof (or furnished during such shorter period as by the Company was required by law to file such material) (the foregoing materialsSEC on a voluntary basis on Form 8-K, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their the respective datesdates such documents were filed or furnished, as the case may be, the SEC Reports complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules other Securities Laws and regulations did not contain, as of the Commission promulgated thereunderrespective dates such documents were filed or furnished, and none of as the case may be (except to the extent amended or superseded by a subsequent filing with the SEC Reports contained that is publicly available prior to the date of this Agreement), any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as Reports (including the same may related notes thereto) (i) have been amended or superseded by a subsequently filed SEC Reportprepared from the books and records of the Company and the Company Subsidiaries, (ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, (iii) have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) (except as may be indicated in the notes thereto and except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved , and ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, iv) and fairly present in all material respects the consolidated financial position position, the consolidated results of operations, the consolidated stockholders’ equity and the consolidated cash flows of the Company and its Subsidiaries as of and for the dates thereof and the results of operations and cash flows or for the periods then endedpresented therein, as applicable (subject, in the case of unaudited quarterly financial statements, to normal, normal year-end audit adjustments). To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or investigation and there are no outstanding or unresolved comments in comment letters received from the SEC or its staff with respect to the SEC Reports. (b) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

SEC Filings and Financial Statements. The Company (a) Purchaser has timely filed all reports forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it Purchaser with the SEC under the Securities Exchange Act of 1934, as amended (or the "Exchange Act"), including pursuant Securities Act since Purchaser’s incorporation to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof of this Agreement, together with any amendments, restatements or supplements thereto (or such shorter period as the Company was required by law to file such material) (all of the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of this Agreement, the “Purchaser SEC Reports”), and will have timely filed all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the “Additional Purchaser SEC Reports”). All Purchaser SEC Reports, Additional Purchaser SEC Reports, any such extension correspondence from or to the SEC or NYSE (other than its Annual Report on Form 10such correspondence in connection with the initial public offering of Purchaser) and all certifications and statements required by: (i) Rule 13a-14 or 15d-14 under the Exchange Act; or (ii) 18 U.S.C. § 1350 (Section 906) of the Sxxxxxxx-K for Xxxxx Act with respect to any of the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective datesforegoing (collectively, the “Certifications”) are available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (EXXXX) in full without redaction. Purchaser has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Purchaser with the SEC to all agreements, documents and other instruments that previously had been filed by Purchaser with the SEC and are currently in effect. The Purchaser SEC Reports complied were, and the Additional Purchaser SEC Reports will be, prepared in all material respects in accordance with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act and the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder. The Purchaser SEC Reports did not, and none of the Additional Purchaser SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. The financial Certifications are each true and correct. Purchaser maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Each director and executive officer of Purchaser has filed with the SEC on a timely basis all statements required with respect to Purchaser by Section 16(a) of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements Exchange Act and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such thereunder. (b) The financial statements have been prepared and notes contained or incorporated by reference in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP")Purchaser SEC Reports fairly present, except as may be otherwise specified in such and the financial statements and notes to be contained in or to be incorporated by reference in the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAPAdditional Purchaser SEC Reports will fairly present, and fairly present in all material respects the financial position of the Company as of and for the dates thereof condition and the results of operations operations, changes in shareholders’ equity and cash flows of Purchaser as at the respective dates of, and for the periods then endedreferred to, in such financial statements, all in accordance with: (i) GAAP; and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of unaudited interim financial statements, to normal, normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Purchaser has no off-balance sheet arrangements that are not disclosed in the Purchaser SEC Reports. No financial statements other than those of Purchaser are required by GAAP to be included in the consolidated financial statements of Purchaser. (c) It is understood and agreed that any actions or inactions taken by Purchaser in connection with the accounting treatment of Purchaser’s issued and outstanding warrants, or any deficiencies in disclosure (including with respect to accounting and disclosure controls) arising from the treatment of such warrants as equity rather than liabilities in Purchaser’s financial statements shall not be a breach of the requirements of this Section 5.14. Purchaser maintains internal accounting controls sufficient to provide reasonable assurances that, in all material respects: (i) transactions are executed with management’s general or specific authorizations as necessary; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP; and (iii) to the extent applicable, material information relating to Purchaser is promptly made known to the officers responsible for establishing and maintaining the system of internal control over financial reporting. Since the IPO, Purchaser has not identified nor has Purchaser been advised by its auditors of any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a role in Purchaser’s internal controls over financial reporting. (d) Except as not required in reliance on exemptions from various reporting requirements by virtue of Purchaser’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (“JOBS Act”), Purchaser has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to reasonably ensure that material information relating to Purchaser, including its consolidated Subsidiaries, if any, is made known to Purchaser’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Purchaser’s principal executive officer and its principal financial officer to material information required to be included in Purchaser’s periodic reports required under the Exchange Act. Since December 31, 2020, Purchaser has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s financial statements for external purposes in accordance with GAAP.

SEC Filings and Financial Statements. The Company (a) PARENT has filed all reports required previously delivered to be filed by it under the Securities Exchange Act TARGET and to TARGET's counsel a copy of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the CompanyPARENT's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual most recent Report on Form 10-K KSB for the fiscal year period ended April 30December 31, 2009 and 2002 (the "PARENT 10KSB"), its Quarterly subsequent Reports on Form 10-Q QSB filed subsequent to the end of the last annual period (the "PARENT 10Qs"), its Reports on Form 8-K filed subsequent to the end of the last annual period (the "PARENT 8Ks"), PARENT's other reports and proxy statements, if any, filed by PARENT with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the end of the last annual period reported on in the PARENT 10KSB (the "PARENT PROXY AND OTHER REPORTS"), and PARENT's other registration statements, reports, notices and filings filed with the SEC pursuant to the Exchange Act or the Securities Act during the period subsequent to the end of the last annual period reported on in the PARENT 10KSB or, in the case of registration statements filed pursuant to the Securities Act prior to such last annual period, such registration statements if such registration statements are still effective ("PARENT'S SECURITIES ACT FILINGS AND EXCHANGE ACT REPORTS"), sometimes hereafter referred to as PARENT "SEC FILINGS". (b) PARENT will also provide TARGET with drafts of such PARENT SEC Filings prepared for filing on any date on or after the fiscal quarters ended July 31, 2009 Agreement Date not less than two (2) business days prior to effecting any such filing. (c) As of the date on which each one was filed and October 31, 2009as of the date hereof, each of which were filed late. As of their respective dates, the PARENT SEC Reports Filing (i) complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act Act, other applicable securities Laws, and the rules and regulations of the Commission promulgated thereunder, SEC thereunder applicable to such SEC Filings and none of the SEC Reports contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial . (d) Since December 31, 2002, PARENT has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Company Exchange Act, and all such documents were filed within the time periods specified in the Exchange Act. (e) As of their respective dates, the PARENT Financial Statements included in the PARENT SEC Reports, filings complied as the same may have been amended or superseded by a subsequently filed SEC Report, comply to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filingthereto. Such financial statements The PARENT Financial Statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company PARENT 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 adjustmentsadjustments which would not be material in amount or effect). PARENT keeps proper books, records and accounts in accordance with GAAP which (i) are in all material respects true, complete and correct, (ii) have been maintained in accordance with good business practices, and (iii) are stated in reasonable detail and accurately and fairly reflect the basis for the PARENT Financial Statements. PARENT maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary (x) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, (y) to maintain accountability for assets, and (C) the amount recorded for assets on the books and records of PARENT is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) Since December 31, 2002, neither PARENT nor ACQUISITION CORP. have incurred any liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise ("LIABILITIES"), other than (i) Liabilities reflected on, or reserved against in, the PARENT Financial Statements, and (ii) Liabilities incurred since December 31, 2002 in the ordinary course of business.

SEC Filings and Financial Statements. The Company (a) Parent has filed and furnished in a timely manner all reports reports, schedules, forms, prospectuses and registration, proxy and other statements, in each case, required to be filed or furnished by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) with or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for SEC (collectively, and in each case including all exhibits thereto and documents incorporated by reference therein, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Parent SEC Documents”). As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of the respective dates of the last amendment filed with the SEC (in the case of all other Parent SEC Documents), the Parent SEC Reports Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act case may be, and the rules and regulations of the Commission SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Parent SEC Documents, and none of the Parent SEC Reports Documents as of such 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 therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements (including all related notes and schedules) of the Company included Parent contained or incorporated by reference in the Parent SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and Documents fairly present in all material respects the financial position of the Company as of and for the dates thereof condition and the results of operations operations, changes in stockholders’ equity and cash flows of Parent as at the respective dates of, and for the periods then endedreferred to in, such financial statements, all in accordance with: (i) GAAP; and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of unaudited interim financial statements, to normal, normal year-end audit adjustmentsadjustments and to any other adjustments described therein, including any notes thereto (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Parent has no off-balance sheet arrangements that are required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K under the Securities Act that have not been so disclosed in the Parent SEC Documents. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. (c) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) that are reasonably designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To the Knowledge of Parent, such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Parent has established and maintained a system of internal controls and, to the Knowledge of Parent, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP.

SEC Filings and Financial Statements. The Company Except as set forth in Schedule 5.08: (a) Acquiror has filed and furnished all reports reports, schedules, forms, prospectuses and registration, proxy and other statements, in each case, required to be filed or furnished by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) with or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for SEC (collectively, and in each case including all exhibits thereto and documents incorporated by reference therein, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Acquiror SEC Documents”). As of their respective dateseffective dates (in the case of Acquiror SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of the respective dates of the last amendment filed with the SEC (in the case of all other Acquiror SEC Documents), the Acquiror SEC Reports Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act case may be, and the rules and regulations of the Commission SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Acquiror SEC Documents, and none of the Acquiror SEC Reports Documents as of such 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 therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements and notes of the Company included Acquiror and its Subsidiaries contained or incorporated by reference in the Acquiror SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and Documents fairly present in all material respects the financial position of the Company as of and for the dates thereof condition and the results of operations operations, changes in stockholders’ equity and cash flows of Acquiror and its subsidiaries as at the respective dates of, and for the periods then endedreferred to in, such consolidated financial statements, all in accordance with: (i) GAAP; and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of unaudited interim financial statements, to normal, normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Acquiror and its subsidiaries have no off-balance sheet arrangements that are not disclosed in the Acquiror SEC Documents. No financial statements other than those of Acquiror and its subsidiaries are required by GAAP to be included in the consolidated financial statements of Acquiror and its subsidiaries. (c) Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that material information relating to Acquiror is made known to Acquiror’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To the Knowledge of Acquiror, such disclosure controls and procedures are effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls and such internal controls are sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror’s financial statements for external purposes in accordance with GAAP.

SEC Filings and Financial Statements. The Since January 11, 2006, the Company has filed all reports forms, reports, statements and other documents required to be filed by it under with the U.S. Securities and Exchange Commission, including, without limitation, all proxy statements relating to meetings of shareholders (whether annual or special), all Reports on Form 8-K and all Registration Statements (all such filings being referred to hereinafter as the "SEC Reports"). The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933 as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the thereunder applicable to such SEC Reports contained and (ii) did not at the time they were filed and (with respect to registration statements) as of their effective dates, 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. Since the date of the Company's Annual Report for the Company's fiscal year ended August 31, 2005 (the "Annual Report"), no material adverse change has occurred in the financial condition or results of operations of the Company from that reflected in the Annual Report. The financial statements of the Company included contained in the SEC Reports, as Annual Report (the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAPFinancial Statements"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, ) fully and fairly present in all material respects set forth the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then endedindicated and have been prepared in accord­ance with account­ing principles applied on a consistent basis. There is no basis for the assertion of any liabilities or obligations, subjecteither accrued, absolute, contingent, or otherwise, which might adversely affect the Company, or the value, use, operation or enjoyment of the assets of the Company and which is not expressly set forth on the balance sheet of the Company as of August 31, 2005 contained in the case Annual Report (the "Balance Sheet"). The Company is not a party to or bound either absolutely or on a contingent basis by any agreement of unaudited statementsguarantee, to normalindemnification, year-end audit adjustmentsassumption or endorsement or any like commitment of the obligations, liabilities or indebtedness of any other person (whether accrued, absolute, contingent or otherwise).

SEC Filings and Financial Statements. (a) The Company SPAC has timely filed or furnished all reports forms, reports, schedules, forms, statements and other documents required to be filed by it under with the Securities Exchange Act of 1934SEC (collectively, as they have been amended (since the "Exchange Act"time of their filing and including all exhibits and supplements thereto, the “SEC Reports”), including pursuant and, as of the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to Section 13(a) be filed or 15(d) thereof, for furnished with the two (2) years preceding SEC subsequent to the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such this Agreement. The SEC Reports prior did not at the time they were filed with the SEC (except to the expiration of extent that information contained in any such extension other than its Annual SEC Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were has been superseded by a later timely filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"Report) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. The Page 12 of 104 Agreement and Plan of Merger, by and among Babylon Holdings Limited, Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp. (b) Each of the financial statements of the Company included (including, in each case, any notes thereto) contained in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been Reports was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of the SPAC as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to normalthe extent set forth on the balance sheet of the SPAC at March 31, year2021, including the notes thereto (as set forth in the SPAC’s Quarterly Report on Form 10-end audit adjustmentsQ for the quarterly period ended March 31, 2021 on file with the SEC, the “SPAC Subject Balance Sheet”), the SPAC has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), of the type required to be reflected on a consolidated balance sheet prepared in accordance with GAAP except for (i) liabilities and obligations incurred since the date of the SPAC Subject Balance Sheet in the Ordinary Course of Business that are not, individually or in the aggregate, material to the SPAC and do not result from or arise out of any material breach of or material default under any material contract, material breach of warranty, tort, material infringement or material violation of Law; (ii) liabilities and obligations incurred in connection with the Transactions; and (iii) liabilities and obligations which are not, individually or in the aggregate, material to the SPAC. (d) The SPAC has heretofore furnished to the Company and Merger Sub complete and correct copies of all amendments and modifications that have not been filed by the SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by the SPAC with the SEC and are currently in effect. (e) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. None of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (f) To the SPAC’s Knowledge each director and executive officer of the SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (g) The SPAC has timely filed and made available to the Company and Merger Sub all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any SEC Report (the “SPAC Certifications”). Each of the SPAC Certifications is true and correct in all material respects. The SPAC maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning the SPAC is made known on a timely basis to the individuals responsible for the preparation of the SPAC’s SEC filings and other public disclosure documents. As used in this Section 2.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. Page 13 of 104 Agreement and Plan of Merger, by and among Babylon Holdings Limited, Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp. (h) The SPAC maintains a standard system of accounting established and administered in accordance with GAAP. The SPAC has designed and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The SPAC maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability in all material respects. (i) Neither the SPAC nor, to the Knowledge of the SPAC, any manager, director, officer, employee, auditor, accountant or Representative of the SPAC has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the SPAC or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the SPAC has engaged in questionable accounting or auditing practices. No attorney representing the SPAC, whether or not employed by the SPAC, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the SPAC or any of its officers, directors, employees or agents to the SPAC Board (or any committee thereof) or to any director or officer of the SPAC. (j) To the SPAC’s Knowledge, as of the date hereof, no employee of the SPAC has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. As of the date hereof, neither the SPAC nor, to the SPAC’s Knowledge, any officer, employee, contractor, subcontractor or agent of the SPAC has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the SPAC in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

SEC Filings and Financial Statements. The Company has heretofore filed all reports forms, reports, statements, schedules and other materials with the SEC required to be filed by it under pursuant to the Securities Exchange Act of 1934or other federal securities laws since January 1, as amended 2002 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their respective dates, or, if applicable, the dates such SEC Reports were amended prior to the date hereof, the SEC Reports (including, without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations other federal securities laws as of the Commission promulgated thereunder, applicable date and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward looking statements, or the completeness of any information, furnished by the Company to the SEC solely for purposes of complying with Regulation FD promulgated by the SEC under the Exchange Act. The financial statements of the Company (the “2004 Financial Statements”) included in the SEC ReportsCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, as 2004 (including the same may related notes thereto) and the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2005 (including the related notes thereto) have been amended or superseded by a subsequently filed SEC Reportprepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at of the time of filing. Such financial statements applicable date, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that subject, in the case of unaudited interim financial statements may not contain footnotes required by GAAPstatements, to normal year-end adjustments) and fairly present in all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the dates thereof or for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentspresented therein.

SEC Filings and Financial Statements. The Company (a) TARGET has filed all reports required previously delivered to be filed by it under the Securities Exchange Act PARENT and to PARENT's counsel a copy of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the CompanyTARGET's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual most recent Report on Form 10-K KSB for the fiscal year period ended April June 30, 2009 and 2003 (the "TARGET 10KSB"), its Quarterly subsequent Reports on Form 10-Q for QSB filed ------------- subsequent to the fiscal quarters ended July 31end of the last annual period (the "TARGET 10Qs"), 2009 its Reports ----------- on Form 8-K filed subsequent to the end of the last annual period (the "TARGET ------ 8Ks"), TARGET's other reports and October 31proxy statements, 2009if any, filed by PARENT with --- the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the end of the last annual period reported on in the TARGET 10KSB (the "TARGET ------ Proxy and Other Reports"), and TARGET's other registration statements, reports, ------------------------ notices and filings filed with the SEC pursuant to the Exchange Act or the Securities Act during the period subsequent to the end of the last annual period reported on in the PARENT 10KSB or, in the case of registration statements filed pursuant to the Securities Act prior to such last annual period, such registration statements if such registration statements are still effective ("TARGET'S Securities Act Filings and Exchange Act Reports"), sometimes --------------------------------------------------------------- hereafter referred to as TARGET "SEC Filings".) ------------ (b) As of the date on which each one was filed and as of the date hereof, each of which were filed late. As of their respective dates, the TARGET SEC Reports Filing (i) complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act Act, other applicable securities Laws, and the rules and regulations of the Commission promulgated thereunder, SEC thereunder applicable to such SEC Filings and none of the SEC Reports contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial . (c) Since June 30, 2003, TARGET 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 Company Exchange Act, and all such documents were filed within the time periods specified in the Exchange Act. (d) As of their respective dates, the TARGET Financial Statements included in the TARGET SEC Reports, filings complied as the same may have been amended or superseded by a subsequently filed SEC Report, comply to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filingthereto. Such financial statements The TARGET Financial Statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company TARGET 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 adjustmentsadjustments which would not be material in amount or effect). TARGET keeps proper books, records and accounts in accordance with GAAP which (i) are in all material respects true, complete and correct, (ii) have been maintained in accordance with good business practices, and (iii) are stated in reasonable detail and accurately and fairly reflect the basis for the TARGET Financial Statements. TARGET maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary (x) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, (y) to maintain accountability for assets, and (C) the amount recorded for assets on the books and records of TARGET is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) Since June 30, 2003, TARGET has not incurred any liabilities or obligations of any nature, whether or not accrued, absolute, contingent or otherwise ("Liabilities"), other than Liabilities reflected on, or reserved ----------- against in, the PARENT Financial Statements, and Liabilities incurred since June 30, 2003 in the ordinary course of business.

SEC Filings and Financial Statements. (a) The Company has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1, 2003 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Company SEC Documents”). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Company SEC Documents (the “Company Financial Statements”) has been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such the notes thereto) and fairly presents in all material respects, as applicable, the consolidated financial statements position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and for the absence of footnotes). (b) The Company has previously made available to Buyer true and complete copies of the following: (i) the Annual Statements of the Company as of and for the years ended December 31, 2003, 2004 and 2005; (ii) the Quarterly Statement of the Company as of and for the calendar quarters ended March 31 and June 30, 2006; (iii) any supplemental or separate statutory Annual Statements or Quarterly Statements for MNH for any of the periods ended December 31, 2003, 2004 and 2005 and March 31 and June 30, 2006 that are filed with any insurance Governmental Authority and that differ from the Annual Statements or the Quarterly Statements described in Section 4.5(b)(i) or (ii), above; and (iv) the audited SAP balance sheets of the Company as of December 31, 2003, 2004 and 2005 and the related audited summary of operations and statements of change in capital and surplus and cash flows of the Company for each of such years, together with the notes related thereto and the reports thereon of Pricewaterhouse Coopers LLP (collectively with the items described in Section 4.5(a)(i), (ii) and (iii), the “Company Statutory Financial Statements”). Since January 1, 2003, the Company has filed, or caused to be filed, all Annual Statements and Quarterly Statements required to be filed with or submitted to the appropriate Governmental Authorities, except that unaudited financial statements may for such filings or submissions, the failure so to file or submit would not contain footnotes required by GAAPindividually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each Company Statutory Financial Statement complied (and fairly present each Annual Statement and Quarterly Statement filed after the date of this Agreement, will comply) in all material respects with all Applicable Laws when so filed, and all material deficiencies with respect to any such Company Statutory Financial Statement have been cured or corrected. Each Company Statutory Financial Statement (and the notes related thereto) referred to in Section 4.5(b)(i), (ii) and (iv), above, was prepared (and each Annual Statement and Quarterly Statement filed after the date of this Agreement, will be prepared) in accordance with SAP and presents (and each Annual Statement and Quarterly Statement filed after the date of this Agreement, will present) fairly, in all material respects, the financial position of the Company as of and for the respective dates thereof and the results related summaries of operations and changes in capital and surplus and cash flows of the Company for the respective periods then endedcovered thereby. The Company has instructed its independent accounting firm, subject, in Pricewaterhouse Coopers LLP to provide to Buyer all accounting work papers for the case of unaudited statements, to normal, year-end audit adjustmentsCompany and its Subsidiaries as the Buyer shall have reasonably requested.

SEC Filings and Financial Statements. The Company (a) Seller has timely filed all reports forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by it Seller with the SEC under the Securities Exchange Act of 1934, as amended (and/or the "Exchange Act"), including pursuant to Section 13(a) together with any amendments, restatements or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior supplements thereto. Except to the expiration extent available on the SEC’s website through XXXXX, Seller has delivered to Buyer copies in the form filed with the SEC of any such extension other than its Annual Report all of the following: (i) Seller’s annual reports on Form 10-K for the each fiscal year ended April 30of Seller beginning with the first year Seller was required to file such a form, 2009 and its Quarterly Reports (ii) Seller’s quarterly reports on Form 10-Q for each fiscal quarter that Seller filed such reports to disclose its quarterly financial results in each of the fiscal quarters ended July 31years of Seller referred to in clause (i) above, 2009 (iii) all other forms, reports, registration statements, prospectuses and October 31other documents (other than preliminary materials) filed by Seller with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, 2009reports, each of which were filed late. As of their respective datesregistration statements, prospectuses and other documents referred to in clauses (i) and (ii) above and this clause (iii), whether or not available through XXXXX, collectively, the “SEC Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Public Certifications”). The SEC Reports complied (x) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Commission promulgated thereunder, Securities Act) and none of at the time they were filed with the SEC Reports contained (in the case of all other SEC Reports) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to Seller or the SEC Reports. As of the date hereof, (i) none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC comments and (ii) neither the SEC nor any other Governmental Authority is conducting any investigation or review of any SEC Report. The Public Certifications are each true as of their respective dates of filing. As used in this Section 3.7, the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) The consolidated financial statements and notes of the Company included Seller contained or incorporated by reference in the SEC Reports, as Reports (the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"“Seller Financials”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations operations, changes in shareholders’ equity, and cash flows of Seller at the respective dates of and, for the periods then endedreferred to in such financial statements, subjectall in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited statementsquarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). (c) Seller has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Seller’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Seller in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Seller’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Seller’s management has completed an assessment of the effectiveness of Seller’s disclosure controls and procedures and, to normalthe extent required by applicable Law, year-presented in any applicable SEC Report, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end audit adjustmentsof the period covered by such report or amendment based on such evaluation. Based on Seller’s management’s most recently completed evaluation of Seller’s internal control over financial reporting, (i) Seller had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Seller’s ability to record, process, summarize and report financial information and (ii) Seller does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Seller’s internal control over financial reporting. (d) Except as and to the extent reflected or reserved against in the Seller Financials, Seller has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected or reserved on or provided for in the Seller Financials, other than Liabilities incurred in the Ordinary Course of Business since the date of the last Seller Financials.

SEC Filings and Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) 13 or Section 15(d) thereof, for of the two (2) years preceding Exchange Act within the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") last 12 months on a timely basis or has received and complied with a valid extension of such time of filing and for filing. The Company has filed any such SEC Reports prior made available to the expiration of any such extension other than its Purchasers the Company's Annual Report on Form 10-K for the fiscal year ended April 30December 31, 2009 2000 (the "Annual Report") and its the Company's Quarterly Reports on Form 10-Q and/or Form 10-QA for the fiscal quarters ended July March 31, 2009 2001, June 30, 2001 and October September 30, 2001 (the Quarterly Report for the fiscal quarter ended September 30, 2001 hereinafter referred to as the "Quarterly Report"). Except as set forth on Schedule 3.9, all Company filings with the SEC from and after December 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports 2000 complied as to form and substance in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunderunder the Exchange Act on the respective date of filing and as of such date (or if amended or superseded by a filing prior to the date of this Agreement, and none on the date of the SEC Reports contained such filing), 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. The . (b) Except as set forth on Schedule 3.9, each of the consolidated financial statements of (including, in each case, any related notes thereto) (collectively, the Company included "Financial Statements") contained in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements Annual Report and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been Quarterly Report (i) was prepared in all material respects in accordance with United States generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during throughout the periods involved ("GAAP"), except as may be otherwise specified expressly described in such financial statements or the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the Commission on Form 10-Q under the Exchange Act) and except that unaudited financial statements may not contain footnotes required by GAAP, and (ii) fairly present presents in all material respects the consolidated financial position of the Company as of and for at the respective dates thereof and the consolidated results of its operations and cash flows for the periods then endedindicated, subject, except that the unaudited interim financial statements in the case of unaudited statements, Quarterly Report were or are subject to normal, normal and recurring year-end audit adjustments, none of which are reasonably expected to be material in nature.

SEC Filings and Financial Statements. The Company has filed BWI is required to file all reports forms, reports, statements and other documents required to be filed by it under with the U.S. Securities and Exchange Commission as a reporting issuer, including, without limitation, all proxy statements relating to meetings of shareholders (whether annual or special), all Reports on Form 10-K, Form 10-Q and Form 8-K and all Registration Statements (all such filings being referred to hereinafter as the "SEC Reports"). The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933 as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the thereunder applicable to such SEC Reports contained and (ii) did not at the time they were filed and (with respect to registration statements) as of their effective dates, 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. The financial statements of the Company included in as filed with the SEC Reports, as on Form 10-K (the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAPFinancial Statements"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, ) fully and fairly present in all material respects set forth the financial position of the Company BWI as of and for the dates thereof and the results of operations and cash flows for the periods then endedindicated and have been prepared in accordance with accounting principles applied on a consistent basis. There is no basis for the assertion of any liabilities or obligations, subjecteither accrued, in absolute, contingent, or otherwise, which might adversely affect BWI, or the case value, use, operation or enjoyment of unaudited statementsthe assets of BWI and which is not expressly set forth on the balance sheet of BWI as of September 30, 2010 (the "Balance Sheet"). BWI is not a party to normalor bound either absolutely or on a contingent basis by any agreement of guarantee, year-end audit adjustmentsindemnification, assumption or endorsement or any like commitment of the obligations, liabilities or indebtedness of any other person (whether accrued, absolute, contingent or otherwise).

SEC Filings and Financial Statements. (a) The Company has timely filed or furnished all reports forms, reports, schedules, forms, statements and other documents required to be filed by it under with the Securities Exchange Act of 1934SEC (collectively, as they have been amended (since the "Exchange Act"time of their filing and including all exhibits and supplements thereto, the “SEC Reports”), including pursuant and, as of the Closing, will have filed or furnished all other statements, reports, schedules, forms, statements and other documents required to Section 13(a) be filed or 15(d) thereof, for furnished with the two (2) years preceding SEC subsequent to the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such this Agreement. The SEC Reports prior did not at the time they were filed with the SEC (except to the expiration of extent that information contained in any such extension other than its Annual SEC Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were has been superseded by a later timely filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"Report) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. The . (b) Each of the financial statements of the Company included (including, in each case, any notes thereto) contained in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been Reports was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to normalthe extent set forth on the balance sheet of the Company at August 31, year2020, including the notes thereto (as set forth in the Company’s Quarterly Report on Form 10-end audit adjustmentsQ for the quarterly period ended August 31, 2020 on file with the SEC, the “Company Subject Balance Sheet”), the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), of the type required to be reflected on a consolidated balance sheet prepared in accordance with GAAP except for (i) liabilities and obligations incurred since the date of the Company Subject Balance Sheet in the Ordinary Course of Business that are not, individually or in the aggregate, material to the Company and none of which results from or arises out of any material breach of or material default under any contract, material breach of warranty, tort, material infringement or material violation of Law; (ii) liabilities and obligations incurred in connection with the transactions contemplated by the Company as set forth in this Agreement; and (iii) liabilities and obligations which are not, individually or in the aggregate, material to the Company. (d) The Company has heretofore furnished to Parent and Merger Sub complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. (e) All comment letters received by the Company from the SEC or the staff thereof since its inception through the date hereof and all responses to such comment letters filed by or on behalf of the Company are either publicly available on the SEC’s EXXXX website or have otherwise been made available to Parent and Merger Sub. (f) To the Company’s Knowledge each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (g) The Company has timely filed and made available to Parent and the Merger Sub all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any SEC Report (the “Company Certifications”). Each of the Company Certifications is true and correct. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. As used in this Section 2.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (h) The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. The Company has designed and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (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. (i) The Company has no off-balance sheet arrangements. (j) Neither the Company nor, to the Knowledge of the Company, any manager, director, officer, employee, auditor, accountant or Representative of the Company has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. No attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board (or any committee thereof) or to any director or officer of the Company. Since the Company’s inception, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (k) To the Company’s Knowledge, as of the date hereof, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. As of the date hereof, neither the Company nor any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

SEC Filings and Financial Statements. (a) The Company has filed with, or furnished to, the SEC, all reports required to be filed by it under Company SEC Documents. Except as set forth in Section 4.5(a) of the Securities Exchange Act of 1934Company Disclosure Letter, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective datesdates or, if amended or supplemented, as of the date of the last such amendment or supplement, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended Documents (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Each of the consolidated financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company included in the SEC Reportsand its consolidated Subsidiaries and comply, as of their respective dates of filing with the same may have been amended or superseded by a subsequently filed SEC ReportSEC, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof or for the periods presented therein (subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments that, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on the Company). (b) The annual statements for the fiscal years ended December 31, 2003 and December 31, 2002, and the quarterly statements for the periods ended March 31, 2004 and June 30, 2004 of United Wisconsin Life Insurance Company and American Medical Security Insurance Company of Georgia filed with the insurance regulatory authorities of the states of Wisconsin and Georgia, respectively (“Company State Regulatory Filings”), copies of which have been made available to Parent prior to the date hereof, fairly present in all material respects each such Subsidiary’s respective financial condition as of and for the dates thereof and the their respective results of operations and cash flows for the periods then endedended in conformity with SAP, subjectexcept as may be reflected in the notes thereto and subject to normal year-end adjustments. The other information contained in such annual statements presents in all material respects the information required to be contained therein in conformity with SAP consistently applied. (c) Neither the Company nor any of its Subsidiaries is a party to, or as of the date hereof has any commitment to become a party to, any joint venture, partnership or any “off-balance sheet arrangement” as defined in Item 303(a) of Regulation S-K under the Exchange Act, where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents. (d) The Company has established and maintained disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). (e) The Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient to comply in all material respects with the legal and accounting requirements applicable to the Company and such Subsidiaries. (f) The Company has not, in violation of the Xxxxxxxx-Xxxxx Act, including through a Subsidiary, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the case form of unaudited statements, a personal loan to normal, year-end audit adjustmentsor for any director or executive officer of the Company.

SEC Filings and Financial Statements. The Company Buyer has filed heretofore furnished to Seller copies of all reports required to be SEC Reports filed by it under Buyer with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) SEC on or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April after September 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each 1995. Each of which were filed late. As of their respective dates, the SEC Reports complied was complete and correct in all material respects with the requirements as of the Securities Act of 1933its effective date and, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunderits effective date, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. The financial statements of Buyer and the Company included notes thereto contained in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements Reports are correct and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, complete and fairly present in all material respects the combined financial position of the Company Buyer and its subsidiaries as of and for the respective dates thereof and the results of operations and cash flows for the periods then ended, subjectexcept as disclosed therein or in the notes thereto or in the explanations thereof contained in the SEC Reports; and the balance sheets and notes thereto contained therein show and properly reflect all material liabilities of Buyer and its combined subsidiaries on the respective dates thereof, except for any claims and lawsuits against Buyer and its combined subsidiaries now pending, the total liability from which would not materially adversely affect the business, properties, or financial condition of Buyer and its combined subsidiaries, taken as a whole. Each such financial statement was prepared in conformity with generally accepted accounting principles consistently applied (except, in the case of unaudited statements, to normal, yearas permitted by the SEC for its Quarterly Reports on Form 10-end audit adjustmentsQ).

SEC Filings and Financial Statements. (a) The Company has filed or furnished all reports forms, reports, statements, certificates and other documents (including all exhibits, schedules, amendments and supplements thereto) required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant or furnished prior to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as by it with the SEC since the Company was required closed its initial public offering on the IPO Date (all such forms, reports, statements, certificates and other documents filed or furnished or incorporated by law to file such material) (reference therein since the foregoing materialsIPO Date, including collectively, the Company's proxy statements on Schedule 14A“Company SEC Documents”), being collectively referred to herein each of which, in each case as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports its date, or, if amended, as finally amended prior to the expiration date of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30this Agreement, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the applicable rules and regulations promulgated thereunder, as of the Commission promulgated thereunderdate filed with the SEC, and none of the Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC ReportsDocuments (if amended, as of the same may have been amended or superseded by a subsequently filed SEC Report, comply date of the last such amendment) fairly presented in all material respects with applicable accounting requirements the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the rules consolidated results of their operations and regulations their consolidated cash flows for the respective periods then ended (subject, in the case of the Commission unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with respect thereto GAAP or SAP (except, in the case of the unaudited statements, as in effect at permitted by the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles SEC) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated therein or in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentsthereto).

SEC Filings and Financial Statements. (a) The Company has filed Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all reports material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of UBS expressly for use therein. (b) The documents incorporated by reference in the Prospectus, when they became effective or were filed by it under with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereofas applicable, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports such documents contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The financial statements of the Company included ; and any further documents so filed and incorporated by reference in the SEC ReportsProspectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the same case may have been amended or superseded by a subsequently filed SEC Reportbe, comply will conform in all material respects with applicable accounting to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with respect thereto as information furnished in effect at writing to the time Company by or on behalf of filing. Such UBS expressly for use therein. (c) The audited consolidated financial statements and unaudited interim financial statements of the Company contained or incorporated by reference in the Prospectus have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP")and, except as may be otherwise specified in such financial statements or together with the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAPthereto, and present fairly present in all material respects the consolidated financial position of the Company as of and for its subsidiaries at the dates thereof shown and the consolidated results of operations their operations, changes in stockholders' equity and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. The Company Featherlite has filed heretofore furnished to Xxxxxxxx Motorcoach and the Shareholders copies of all reports required to be SEC Reports filed by it under Featherlite with the Securities Exchange Act SEC on or after January 1, 1998. Each of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied was complete and correct in all material respects with the requirements as of the Securities Act of 1933its effective date and, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunderits effective date, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. The financial statements of Featherlite and the Company included notes thereto contained in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements Reports are correct and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, complete and fairly present in all material respects the combined financial position of the Company Featherlite and its subsidiaries as of and for the respective dates thereof and the results of operations and cash flows for the periods then ended, subjectexcept as disclosed therein or in the notes thereto or in the explanations thereof contained in the SEC Reports; and the balance sheets and notes thereto contained therein show and properly reflect all material liabilities of Featherlite and its combined subsidiaries on the respective dates thereof, except for any claims and lawsuits against Featherlite and its combined subsidiaries now pending, the total liability from which would not materially adversely affect the business, properties, or financial condition of Featherlite and its combined subsidiaries, taken as a whole. Each such financial statement was prepared in conformity with generally accepted accounting principles consistently applied (except, in the case of unaudited statements, to normal, yearas permitted by the SEC for Quarterly Reports on Form 10-end audit adjustmentsQ).

SEC Filings and Financial Statements. The Company (a) Since January 1, 2010, Zoom has filed all reports forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it Zoom with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934or the Securities Act, as amended together with any amendments, restatements or supplements thereto (collectively, the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such ”). The SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act Act, as the case may be, and the rules and regulations of thereunder. The SEC Reports did not, at the Commission promulgated thereunder, and none of time they were filed with the SEC Reports (except to the extent that information contained in any SEC Report has been revised or superseded by a later filed SEC Report, in which case on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Certifications included as exhibits to the SEC Reports were each true and correct on the date made. (b) The financial statements of the Company included and notes contained or incorporated by reference in the SEC Reports, as Reports (the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements “Zoom Financials”) fairly present the financial condition and the rules results of operations, changes in stockholders’ equity, and regulations cash flow of Zoom and the Commission with respect thereto Zoom Subsidiaries as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as respective dates of and for the dates thereof periods referred to in such financial statements, all in accordance with (i) GAAP and the results of operations and cash flows for the periods then ended(ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of unaudited interim financial statements, to normal, normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable.‌ (c) The Zoom Subsidiaries have never been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SEC Filings and Financial Statements. The Company Buyer has filed with the SEC all forms, reports and documents required to be filed by it with the SEC under the Securities Exchange Act of 1934and the Securities Act since January 1, as amended 2006 (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "“SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late”). As of their its respective datesdate, the each SEC Reports Report (i) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933Act, as the case may be, at the time they were filed (or if amended or superseded by a filing or other public disclosure prior to the Agreement Date, then on the date of such filing or other public disclosure), and (the "Securities Act"ii) and the Exchange Act and the rules and regulations did not, as of the Commission promulgated thereundertime they were filed (or if amended or superseded by a filing or other public disclosure prior to the Agreement Date, and none then on the date of the SEC Reports contained such filing or other public disclosure), 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. The consolidated financial statements of the Company included Buyer (including any related notes thereto) contained in the SEC ReportsReports were, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been dates indicated, prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during GAAP (except, in the periods involved ("GAAP")case of unaudited statements, except as may be otherwise specified in such financial statements or permitted by Form 10-Q of the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, SEC) and fairly present in all material respects the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended, indicated (subject, in the case of unaudited statements, to normal, normal year-end audit adjustments).

SEC Filings and Financial Statements. (a) The Company has filed all reports required heretofore ------------------------------------ delivered to be filed by it under the Securities Exchange Act SBC copies of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports"(i) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30[then most recently ended fiscal year], 2009 and (ii) the proxy statement for its Quarterly Reports on Form 10-Q for 199 Annual Meeting of Stockholders, in each case, substantially in the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were form filed late. As of their respective dates, by the SEC Reports complied in all material respects Company with the requirements Commission (collectively, together with any other reports filed, as of the Securities Act date of 1933this Agreement, as amended (by the "Securities Act") and Company under the Exchange Act and the rules and regulations of the Commission promulgated since [two years before date in clause (i)] (the "1934 Act Reports"). All of the 1934 Act Reports have complied in all material respects, as of their respective filing dates, with all applicable requirements of the Exchange Act and the related rules and regulations thereunder. As of their respective filing dates, and none of the SEC 1934 Act Reports contained any untrue statement of a 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. Any amending, correcting or superseding statement made in any subsequent 1934 Act Report shall be effective for this purpose only with respect to the period after the filing of such subsequent 1934 Act Report. (b) The audited consolidated financial statements and unaudited interim financial statements of the Company included contained or incorporated by reference in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements Company's 1934 Act Reports have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP")and, except as may be otherwise specified in such financial statements or together with the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAPthereto, and present fairly present in all material respects the consolidated financial position of the Company as of and for its subsidiaries at the dates thereof shown and the consolidated results of operations their operations, changes in stockholders' equity and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

SEC Filings and Financial Statements. (a) The Company has filed all Company’s SEC forms, reports and documents required to be filed by it under (“collectively, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the “Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports"”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July since December 31, 2009 and October 312002 (i) at the time filed, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and Act, as the rules and regulations of the Commission promulgated thereundercase may be, and none (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the SEC Reports contained date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. The None of the Company’s subsidiaries are required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements of (including, in each case, any related notes) contained in the Company included in the SEC Reports, complied as the same may have been amended or superseded by a subsequently filed SEC Report, comply to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been thereto, was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved ("GAAP"), except as may be otherwise specified indicated in the notes to such financial statements or or, in the notes thereto case of unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and except that unaudited financial statements may not contain footnotes required by GAAPpresented fairly, and fairly present in all material respects respects, the consolidated financial position of the Company as of and for at the respective dates thereof and the consolidated results of its operations and cash flows for the periods then endedindicated, subject, in except that the case of unaudited statements, interim financial statements were or are subject to normal, normal and recurring year-end audit adjustmentsadjustments which were not or are not expected to be material in amount.

SEC Filings and Financial Statements. (a) The Company has timely filed or furnished all reports forms, reports, schedules, forms, statements and other documents required to be filed by it under with the SEC, pursuant to the Exchange Act or the Securities Exchange Act of 1934(collectively, as they have been amended (since the "Exchange Act"time of their filing through the date hereof, the “SEC Reports”), including pursuant and, as of the Merger Closing, will have filed or furnished all other SEC Reports required to Section 13(a) be filed or 15(d) thereof, for furnished with the two (2) years preceding SEC subsequent to the date hereof of this Agreement. As of the respective date of its filing (or such shorter period as the Company was required if amended or superseded by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of any this Agreement or the Merger Closing Date, then on the date of such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009filing), each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included . (b) Except as disclosed in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations each of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been (including, in each case, any notes thereto) contained in the SEC Reports was prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to normalthe extent set forth on the balance sheet of the Company at December 31, year2023, including the notes thereto (as set forth in the Company’s Annual Report on Form 10-end audit adjustmentsK for the year ended December 31, 2023 on file with the SEC, the “Company Subject Balance Sheet”), the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), of the type required to be reflected on a consolidated balance sheet prepared in accordance with GAAP except for (i) liabilities and obligations incurred since the date of the Company Subject Balance Sheet in the Ordinary Course of Business that are not, individually or in the aggregate, material to the Company and none of which results from or arises out of any material breach of or material default under any contract, material breach of warranty, tort, material infringement or material violation of Law; (ii) liabilities and obligations incurred in connection with the transactions contemplated by the Company as set forth in this Agreement; (iii) liabilities and obligations which are not, individually or in the aggregate, material to the Company. (d) The Company has heretofore furnished to Squirrel HoldCo, Squirrel Cayman and Merger Sub complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. (e) All comment letters received by the Company from the SEC or the staff thereof since its inception through the date hereof and all responses to such comment letters filed by or on behalf of the Company are either publicly available on the SEC’s XXXXX website or have otherwise been made available to Squirrel HoldCo, Squirrel Cayman and Merger Sub. (f) To the Company’s Knowledge, each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (g) The Company has timely filed or have otherwise made available to Squirrel HoldCo, Squirrel Cayman and the Merger Sub all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any SEC Report (the “Company Certifications”). Each of the Company Certifications is true and correct. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are reasonably designed to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. (h) The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Except as not required in reliance on exemptions from various reporting requirements by virtue of the Company’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the SEC Reports, the Company has established and maintains a system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (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. (i) Except as otherwise set forth in the SEC Reports, the Company has no off-balance sheet arrangements. (j) Neither the Company nor, to the Knowledge of the Company, any manager, director, officer, employee, auditor, accountant or Representative of the Company has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. No attorney representing the Company, whether or not employed by the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board (or any committee thereof) or to any director or officer of the Company. Since the Company’s inception, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (k) To the Company’s Knowledge, as of the date hereof, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. As of the date hereof, neither the Company nor any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

SEC Filings and Financial Statements. The Company has filed (a) As of the respective dates of their filing with the SEC, all reports required to be reports, registration statements and other filings, together with any amendments thereto, filed by it under the Securities Exchange Act of 1934Company with the SEC since January 1, as amended 2004 (the "Exchange ActSEC REPORTS"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act Act, and the rules and regulations of the Commission SEC promulgated thereunder, and none of except as disclosed in the SEC Reports. The SEC Reports contained did not at the time they were filed with the SEC, or will not at the time they are filed with the SEC, 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 are made, not misleading. . (b) The consolidated financial statements of the Company included and its Subsidiaries (together, in the case of year-end statements, with reports thereon by the independent auditors of the Company, including in each case a consolidated balance sheet, a consolidated statement of income, a consolidated statement of shareholders' equity and a consolidated statement of cash flows, and accompanying schedules and notes) contained in or incorporated by reference in the SEC ReportsReports and any such reports, as registration statements and other filings to be filed by the same may Company with the SEC prior to the Effective Time (the "FINANCIAL STATEMENTS"), (i) have been amended or superseded by a subsequently filed SEC Report, comply will be prepared in all material respects accordance with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles SEC and GAAP consistently applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto thereto) and except that unaudited financial statements may not contain footnotes required by GAAP, and (ii) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of and for the respective dates thereof and the consolidated results of operations operations, statements of shareholders' equity and cash flows for the periods then endedindicated, subject, in except that any unaudited interim financial statements were or will be subject to normal and recurring year end adjustments and may omit footnote disclosure as permitted by regulations of the case of unaudited statements, to normal, year-end audit adjustmentsSEC.

SEC Filings and Financial Statements. The Company has filed furnished to the Investors true, accurate and complete copies of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000, the Company's Current Report on Form 8-K dated April 14, 2000, the Company's Current Report on Form 8-K dated June 1, 2000 and the Company's Current Report on Form 8-K dated November 13, 2000 (collectively, the "SEC FILINGS"). On their respective dates of filing, the SEC Filings (a) complied in all reports required material respects to be filed by it under the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated SEC thereunder, and none of the SEC Reports contained (b) did not include any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleadingmisleading under the standards set by Section 12(a)(2) of the Securities Act. The All financial statements contained in the SEC Filings have been prepared in accordance with generally accepted accounting principles consistently applied (except as otherwise stated therein or in the notes thereto) and accurately present the financial condition of the several corporations and entities covered thereby at the respective dates of such statements, and the results of their operations for the periods covered thereby, subject in the case of interim statements to normal year-end audit adjustments and the absence of footnotes thereto. All liabilities, contingent and other, of the Company and its subsidiaries, are set forth in the financial statements included in the SEC ReportsFilings, as excepting only liabilities incurred in the same may have been amended or superseded by a subsequently filed SEC Reportordinary course of business subsequent to September 30, comply in all material respects with applicable accounting requirements 2000 not exceeding One Hundred Thousand Dollars ($100,000), and the rules and regulations liabilities of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States type not required under generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may to be otherwise specified reflected in such financial statements or statements. Such liabilities incurred subsequent to September 30, 2000, are not, in the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAPaggregate, and fairly present in all material respects to the financial position condition or operating results of the Company as of and for its subsidiaries. Since November 13, 2000, the dates thereof and Company has neither filed nor been required to file with the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, yearSEC a Current Report on Form 8-end audit adjustments.K.

SEC Filings and Financial Statements. The Company (a) Parent has filed and furnished in a timely manner all reports reports, schedules, forms, prospectuses and registration, proxy and other statements, in each case, required to be filed or furnished by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) with or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for SEC (collectively, and in each case including all exhibits thereto and documents incorporated by reference therein, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Parent SEC Documents”). As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of the respective dates of the last amendment filed with the SEC (in the case of all other Parent SEC Documents), the Parent SEC Reports Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933Act, as amended (the "Securities Act") and the Exchange Act case may be, and the rules and regulations of the Commission SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Parent SEC Documents, and none of the Parent SEC Reports Documents as of such 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 therein, in light of the circumstances under which they were made, not misleading. . (b) The financial statements (including all related notes and schedules) of the Company included Parent contained or incorporated by reference in the Parent SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and Documents fairly present in all material respects the financial position of the Company as of and for the dates thereof condition and the results of operations operations, changes in stockholders’ equity and cash flows of Parent as at the respective dates of, and for the periods then endedreferred to in, such financial statements, all in accordance with (i) GAAP and (ii) Regulation S-X, subject, in the case of unaudited interim financial statements, to normal, normal year-end audit adjustmentsadjustments and to any other adjustments described therein, including any notes thereto (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X. Parent has no off-balance sheet arrangements that are required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K under the Securities Act that have not been so disclosed in the Parent SEC Documents. (c) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) that are reasonably designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To the Knowledge of Parent, such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Parent has established and maintained a system of internal controls and, to the Knowledge of Parent, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP.

SEC Filings and Financial Statements. The Company 4.7.1. LVCI has filed all reports required delivered or made available to be filed by it under the Securities Exchange Act of 1934, as amended TLC: (the "Exchange Act"), including pursuant to Section 13(ai) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report annual report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports 2000 (xxx "XXXX 00-X"), (xx) xxs current reports on Form 8-K dated January 12, 2001, June 14, 2001 and August 9, 2001, (iii) its proxy statement relating to the annual meeting of stockholders held on November 10-Q for , 2000, and (iv) all of its other reports, statements, schedules and registration statements filed by LVCI with the fiscal quarters ended SEC since July 311, 2009 1998 and, in each case, all materials incorporated therein by reference or filed therewith as exhibits (the filings referred to in clauses (i) through (iv) above and October 31the materials referred to above, 2009in each case delivered or made available to TLC prior to the date hereof, each of which were filed latebeing hereinafter referred to as the "LVCI SEC Filings"). 4.7.2. As of their respective datesits filing or amendment date or with respect to any proxy statements included in the LVCI SEC Filings, as of the SEC Reports date it was first mailed to LVCI stockholders, each such report or statement filed pursuant to the Exchange Act complied as to form and content in all material respects with the requirements of the Securities Act of 1933Exchange Act, except as amended (disclosed in the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunderLVCI Disclosure Letter, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 4.7.3. The financial statements of Each such registration statement and any amendment thereto filed pursuant to the Company Securities Act included in the LVCI SEC ReportsFilings, as of the same may have been amended date such statement or superseded by a subsequently filed SEC Reportamendment became effective, comply complied as to form in all material respects with applicable accounting requirements the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the rules and regulations statements made therein, in light of the Commission with respect thereto as circumstances in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP")which they were made, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustmentsmisleading.

SEC Filings and Financial Statements. The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(ai) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, each SEC Filing made by the SEC Reports Seller (x) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (amended, the "Securities Act") and the Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, thereunder and none of the SEC Reports contained (y) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date. The Each of the balance sheets included in or incorporated by reference into the SEC Filings (including the related notes and schedules) fairly presents the financial position of Seller as of its date, and each of the statements of the Company income, retained earnings and cash flows included in or incorporated by reference into the SEC ReportsFilings (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the same case may have been amended or superseded by a subsequently filed SEC Reportbe, comply of Seller for the periods set forth therein, in each case in accordance with GAAP, except as may be noted therein. The Interim Financials (A) are complete and correct in all material respects with applicable accounting requirements and the rules and regulations respects, as of the Commission with respect thereto as in effect at dates and during the time of filing. Such financial statements periods covered thereby, (B) have been prepared in all material respects accordance with GAAP ( except for the absence of notes and normal year-end adjustments consistent with past practice) and were derived from and are in agreement with the Books and Records of Seller and reflect only actual, bona fide transactions, (C) accurately reflect the revenue and expenses of Seller during the periods covered thereby, and (D) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Seller for the periods set forth therein , in each case in accordance with United States generally accepted accounting principles applied on a GAAP ( except for the absence of notes and normal year-end adjustments consistent basis during the periods involved ("GAAP"with past practice), except as may be otherwise specified in such financial statements or noted therein. The SEC Financials and the notes thereto Interim Financials are collectively referred to herein together as the “Financials.” (ii) The Business Financials (A) are complete and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present correct in all material respects respects, as of the dates and during the periods covered thereby, except that the allocation of selling general and administrative expenses (“SG&A”) and manufacturing overhead (“MOH”) between the Business, on the one hand, and the remainder of Seller’s business, on the other hand, may not be accurate and Seller makes no representation or warranty as to the accuracy of such SG&A and MOH allocations, (B) have been prepared in accordance with the Accounting Principles and were derived from and are in agreement with the Books and Records of Seller and reflect only actual, bona fide transactions, (C) accurately reflect the revenue and expenses of Seller during the periods covered thereby, except for allocation of SG&A and MOH, and (D) fairly present, in all material respects, the financial position of the Company Business as at the respective dates there of and for the dates thereof and the results of the operations of the Business and cash flows changes in financial position of the Business for the respective periods then endedcovered thereby, subjectexcept for allocation of SG&A and MOH, all in accordance with the Accounting Principles. (iii) Schedule 2.0l (a)(iv) contains a complete and accurate list of the Acquired Accounts Receivable. The invoice dates reflected therein are based on the actual invoice dates (on the respective invoices). Seller has, since the Most Recent Year-End Financials Date, invoiced and collected Accounts Receivable (including the Acquired Accounts Receivable) consistent with Seller’s past practice, without any discounting, acceleration in billing, or acceleration in collection of Accounts Receivable. Seller has never been a party to any factoring or similar arrangement. All Acquired Accounts Receivable (A) will not be subject to any contests, claims, counterclaims or setoffs and will be collected in full within 90 days following the Closing Date, (B) represent valid obligations arising from sales actually made or services actually performed by Seller in the case Ordinary Course of unaudited statementsBusiness, and (C) represent all Accounts Receivable of or relating to normalthe Business. The Acquired Accounts Receivable do not contain any Accounts Receivable resulting from sale involving price discounts outside of the Ordinary Course of Business. (iv) Each item of Acquired Inventory is properly stated on the Interim Financials and on the Books and Records of Seller at the Closing Date. Each Completed Tac Eye System included in the Acquired Inventory is (a) free and clear of any material defect or other deficiency, year-end audit adjustmentsand (b) of a quality and condition useable and saleable in the Ordinary Course of Business. Except as set forth on Schedule 3.0l (f)(iv), all of the Acquired Inventory is located at 2000 Xxxxxxxx Xxxxxxxxx Xxxx Line Road, Rochester, New York 14623 and no Acquired Inventory is held on a consignment basis. Except for returns to suppliers due to defects or other quality issues, Seller has not sold any raw materials, components or subassemblies (not consisting of finished goods) to any Person since January 1, 2012 except as described on Schedule 3.0l(f)(iv). (v) Schedule 2.0l(a)(viii) contains a complete and accurate list of the Customer Deposits existing on the Closing Date, sets forth the amount of the Customer Deposit that has been expended and gives details of such expenditures (including, if applicable, the identity of specific Inventory purchased). The Customer Deposits are all Customer Deposits arising from, or relating to, the Business. All Customer Deposits have been used properly in accordance with Law and any underlying Contract or other obligation with respect thereto, all within the Ordinary Course of Business.

SEC Filings and Financial Statements. (a) The Company has filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1, 2001 under the Securities Exchange Act of 1934, or the Securities Act (as such documents have been amended (since the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of their filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for date hereof, collectively, the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late“Company SEC Documents”). As of their respective datesdates or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933Documents, as amended including any financial statements or schedules included therein (the "Securities Act"i) and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC thereunder. Each of the time of filing. Such consolidated financial statements have included in the Company SEC Documents (the “Company Financial Statements”) has been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, thereto) and fairly present presents in all material respects respects, as applicable, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and for the absence of footnotes). (b) The audited balance sheets of the Company’s Subsidiaries as of December 31, 2003 and the related audited statements of income and cash flows for each of the years ended December 31, 2003 and December 31, 2002, and the unaudited interim balance sheet as of June 30, 2004 and the related unaudited interim statements of income and cash flows for the six months ended June 30, 2004, and their respective annual statements for the fiscal years ended December 31, 2003 and December 31, 2002 filed with the insurance regulatory authorities (or other comparable state regulatory agencies), copies of which have been delivered to Parent prior to the date hereof present each such Subsidiary’s respective statutory financial conditions as of the dates thereof and the their respective results of operations and cash flows for the periods then endedended in conformity with SAP. The other information contained in such annual statements presents the information required to be contained therein in conformity with SAP consistently applied. The balance sheets of the Company’s Subsidiaries in respect of any period ending after June 30, subject2004 but before the date of this Agreement, and the related statements of income and cash flows, which have been filed with insurance regulatory authorities (or other comparable state regulatory agencies), copies of which have been delivered to Parent prior to the date hereof, fairly present in all material respects each such Subsidiary’s respective statutory financial conditions as of the dates thereof and their respective results of operations and cash flows for the periods then ended in conformity with SAP consistently applied. The financial statements referred to in this Section 4.5(b) are the “Company Statutory Financial Statements.” (c) The Company has established and maintained disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), as required by Rule 13a-15(a) under the Exchange Act. The Company is in compliance in all material respects with the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to the Company and such Subsidiary and has previously disclosed to Parent its work plan, budget and timetable for compliance with the SEC rules promulgated under Section 404 of the Xxxxxxxx-Xxxxx Act. The Company has disclosed in the case Company SEC Documents, based on its most recent evaluation thereof, any significant deficiencies in its internal accounting controls which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data. (d) To the knowledge of unaudited statementsthe Company, to normalneither the Company nor any of its Subsidiaries nor any Representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, year-end audit adjustmentsallegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices.