Common use of SEC Filings and the Xxxxxxxx-Xxxxx Act Clause in Contracts

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company Hippo has Made Available delivered or made available to Parent complete and correct copies of Rhino (i) the CompanyHippo’s annual report reports on Form 10-K for its fiscal year years ended September 30, 2005, 2004 and 2003, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended December 31, 20192005, March 31, 2006 and June 30, 2006, (iiiii) its proxy or information statements relating to meetings of of, or actions taken without a meeting by, the stockholders of the Company Hippo held since January 1September 30, 2018 2005, and (iiiiv) all of its other Company reports, statements, schedules and registration statements filed with the SEC since September 30, 2005 (the documents referred to in this Section 7.07(a), collectively, the “Hippo SEC Documents”). (b) Since January 1As of its filing date, 2018 through each Hippo SEC Document complied, and each such Hippo SEC Document filed subsequent to the date hereofhereof will comply, the Company has timely filed as to form in all respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any report1933 Act and the 1934 Act, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company Hippo SEC Document filed pursuant to the Exchange 1934 Act contained did not, and each such Hippo SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company . (d) Each Hippo SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company Hippo has Made Available established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to Parent correct and complete copies of all comment letters received by the Company from the SEC ensure that material information relating to Hippo, including its consolidated Subsidiaries, is made known to Hippo’s principal executive officer and its principal financial officer by others within those entities, particularly during the Company SEC Documents since January 1, 2019, together with all written responses of periods in which the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be periodic reports required to be disclosed under Item 1B of Form 10-K under the Exchange Act, 1934 Act are being prepared. Such disclosure controls and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Companyprocedures are effective in timely alerting Hippo’s principal executive officer and principal financial officerofficer to material information required to be included in Hippo’s periodic reports required under the 1934 Act. (f) Hippo and its Subsidiaries have established and maintain a system of internal control over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“internal controls”). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Hippo’s financial reporting and the preparation of Hippo’s financial statements for external purposes in accordance with GAAP. Hippo has disclosed, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time based on its most recent evaluation of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof, to Hippo’s auditors and audit committee (x) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Hippo’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Neither the Company nor Hippo has made available to Rhino a summary of any such disclosure made by management to Hippo’s auditors and audit committee since September 30, 2004. (g) There are no outstanding loans or other extensions of credit made by Hippo or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of Hippo. Hippo has outstanding (nor has arranged or modified not, since the enactment of the Xxxxxxxx-Xxxxx Act) , taken any “extensions of credit” (within the meaning of action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) to directors or executive officers The financial statements included in the Hippo SEC Documents fairly present, in conformity with GAAP applied on a consistent basis (except as defined may be indicated in Rule 3b-7 under the Exchange Act) notes thereto), the consolidated financial position of Hippo and its Subsidiaries as of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act dates specified therein and the applicable listing consolidated results of operations and corporate governance rules cash flows of Nasdaq, Hippo and its Subsidiaries for the periods specified therein (subject to normal and immaterial year-end adjustments in each the case in all material respectsof unaudited financial statements).

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available filed with or furnished to Parent complete the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all reports, forms and correct copies of (i) documents required to be filed or furnished, as the Company’s annual report on Form 10-K for its fiscal year ended December 31case may be, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of by the Company since January December 1, 2018 and 2014 (iii) all of its other collectively, the “Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K”), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofsupplemented, on as of the date of the most recent amendment or supplement and giving effect to such filingamendment or supplement), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act Act, and all other Applicable Law. (d) As any rules and regulations promulgated thereunder, as the case may be, and none of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act Documents contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (eb) The Company has Made Available established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 under the Exchange Act) in compliance in all material respects with Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC ensure that would be material information required to be disclosed under Item 1B of Form 10-K by the Company in the reports that it files or furnishes under the Exchange ActAct is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each ’s management as appropriate to allow timely decisions regarding required form, report disclosure and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by make the certifications required pursuant to be filed or submitted by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Since December 31, 2015, the Company’s principal executive officer and its principal financial officer, as applicable, pursuant officer have disclosed to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true Company’s auditors and accurate audit committee (i) any significant deficiencies and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms material weaknesses in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge design or operation of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding internal control over financial reporting and (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Actii) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors fraud, whether or executive officers (as defined in Rule 3b-7 under the Exchange Act) not material, that involves management or other employees of the Company or any of its Subsidiaries. The Company is otherwise Subsidiaries who have a significant role in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsCompany’s internal control over financial reporting.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As Each of Holdco Buyer and Guarantor has filed with or furnished to the date hereofSEC all reports, the Company has Made Available schedules, forms, statements, prospectuses, registration statements and other documents required to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy be filed or information statements relating to meetings of the stockholders of the Company furnished by such Buyer since January 1, 2018 2014 (collectively, together with any exhibits and (iii) all of its schedules thereto and other Company information incorporated therein, the “SEC Documents”). (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (orand as of the date of any amendment), if amended or superseded by a filing prior each SEC Document complied, and each SEC Document filed subsequent to the date hereofhereof will comply, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and 1934 Act, as the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Lawcase may be. (dc) As of its filing date (ordate, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company each SEC Document filed pursuant to the Exchange 1934 Act contained did not contain any untrue statement of a material fact or omitted omit to state 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. No Company misleading (it being understood that any subsequently filed SEC Document shall be deemed to correct and supersede any previously filed SEC Document). (d) Each SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct Each of the principal executive officer and complete copies principal financial officer of ach of Holdco Buyer and Guarantor (or each former principal executive officer and principal financial officer of Operating Buyer, as applicable) have made all comment letters received certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the Company from SEC and the SEC relating to NASDAQ, and the Company SEC Documents since statements contained in any such certifications are complete and correct. (f) Since January 1, 20192014, together with all written responses Holdco Buyer, Guarantor and their respective Subsidiaries have not effected any securitization transactions or other off-balance sheet arrangements (as defined in Item 303 of Regulation S-K of the Company thereto. SEC). (g) Since the date January 1, 2014, except as publicly disclosed or as contemplated by this Agreement, there has been no transaction, or series of the Company’s annual report on Form 10-K for its fiscal year ended December 31similar transactions, 2019 and as agreements, arrangements or understandings or series of the date hereofsimilar transactions, (i) there are no outstanding agreements, arrangements or unresolved comments received by the Company from the SEC understandings to which either Holdco Buyer or Guarantor or any of their respective Subsidiaries was or is to be a party, that would be required to be disclosed under Item 1B 404 of Form 10Regulation S-K promulgated under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC0000 Xxx. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company Rhino has Made Available delivered or made available to Parent complete and correct copies of Hippo (i) the CompanyRhino’s annual report reports on Form 10-K for its fiscal year years ended December 31, 20192005, 2004 and 2003, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2006 and June 30, 2006, (iii) its proxy or information statements relating to meetings of of, or actions taken without a meeting by, the stockholders of the Company Rhino held since January 1December 31, 2018 2005, and (iiiiv) all of its other Company reports, statements, schedules and registration statements filed with the SEC since December 31, 2005 (the documents referred to in this Section 8.07(a), collectively, the “Rhino SEC Documents”). (b) Since January 1As of its filing date, 2018 through each Rhino SEC Document complied, and each such Rhino SEC Document filed subsequent to the date hereofhereof will comply, the Company has timely filed as to form in all respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any report1933 Act and the 1934 Act, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company Rhino SEC Document filed pursuant to the Exchange 1934 Act contained did not, and each such Rhino SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company . (d) Each Rhino SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company Rhino has Made Available established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to Parent correct and complete copies of all comment letters received by the Company from the SEC ensure that material information relating to Rhino, including its consolidated Subsidiaries, is made known to Rhino’s principal executive officer and its principal financial officer by others within those entities, particularly during the Company SEC Documents since January 1, 2019, together with all written responses of periods in which the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be periodic reports required to be disclosed under Item 1B of Form 10-K under the Exchange Act, 1934 Act are being prepared. Such disclosure controls and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Companyprocedures are effective in timely alerting Rhino’s principal executive officer and principal financial officerofficer to material information required to be included in Rhino’s periodic reports required under the 1934 Act. (f) Rhino and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Rhino’s financial reporting and the preparation of Rhino’s financial statements for external purposes in accordance with GAAP. Rhino has disclosed, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time based on its most recent evaluation of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof, to Rhino’s auditors and audit committee (x) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Rhino’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Neither the Company nor Rhino has made available to Hippo a summary of any such disclosure made by management to Rhino’s auditors and audit committee since December 31, 2004. (g) There are no outstanding loans or other extensions of credit made by Rhino or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of Rhino. Rhino has outstanding (nor has arranged or modified not, since the enactment of the Xxxxxxxx-Xxxxx Act) , taken any “extensions of credit” (within the meaning of action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) to directors or executive officers The financial statements included in the Rhino SEC Documents fairly present, in conformity with GAAP applied on a consistent basis (except as defined may be indicated in Rule 3b-7 under the Exchange Act) notes thereto), the consolidated financial position of Rhino and its Subsidiaries as of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act dates specified therein and the applicable listing consolidated results of operations and corporate governance rules cash flows of Nasdaq, Rhino and its Subsidiaries for the periods specified therein (subject to normal and immaterial year-end adjustments in each the case in all material respectsof unaudited financial statements).

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereofSince January 1, the Company 2018, Parent has Made Available to Parent complete and correct copies of (i) timely filed with or furnished to the Company’s SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”) and (ii) timely filed with or furnished or submitted to the FCA (and the National Storage Mechanism maintained by the FCA) all reports (including annual report on Form 10financial reports, half yearly financial reports and interim management statements), notices, resolutions, prospectuses, circulars and other documents required to be filed with, furnished or submitted to the FCA (collectively, together with any other information incorporated therein, the “Parent Non-K for its fiscal year ended December 31SEC Documents” and the Parent Non-SEC Documents together with the Parent SEC Documents, the “Parent Public Documents”). No Subsidiary of Parent is required to file, furnish or submit any report, schedule, form, statement, prospectus, registration statement or other document with the SEC or the FCA. Since January 1, 2019, (ii) Parent has complied in all material respects with its proxy or information statements relating to meetings disclosure obligations under Article 17 of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC DocumentsMAR. (b) Since January 1As of its filing or publication date (or, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form if amended or other document superseded by a filing or filing required by Applicable Law to be filed by the Company at or publication prior to the time so requireddate of this Agreement, including on the date of such amended or superseding filing or publication), the Parent Public Documents filed, published or furnished prior to the date of this Agreement complied, and each Parent Public Document filed, published or furnished subsequent to the date of this Agreement (assuming, in the case of each of the Form F-4, a Parent Prospectus and the Parent Circular, that the representations and warranties set forth in Section 4.09 are true and correct) will comply, in all certificates required pursuant to material respects with the applicable requirements of Nasdaq, the LSE, the FCA, the 1933 Act, the 1934 Act, the Xxxxxxxx-Xxxxx Act. No Subsidiary of , the Company is required to file or furnish any reportCA 2006 and the Listing Rules, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such amended or superseding filing), each Company Parent SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended filed or superseded by a filing furnished prior to the date hereofof this Agreement did not, on and each Parent SEC Document filed or furnished subsequent to the date of such filing)this Agreement (assuming, no Company SEC Document filed pursuant to in the Exchange Act contained case of the Form F-4, that the representations and warranties set forth in Section 4.09 are true and correct) will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company . (d) As of its filing or publication date (or, if amended or superseded by a filing or publication prior to the date of this Agreement, on the date of such amended or superseding filing or publication), each Parent Non-SEC Document that is a registration statement, as amended filed or supplemented, if applicable, filed pursuant furnished prior to the Securities Actdate of this Agreement did not, as of and each Parent Non-SEC Document filed, published or furnished subsequent to the date such registration statement or amendment became effectiveof this Agreement (assuming, contained in the case of each of any Parent Prospectus and the Parent Circular, that the representations and warranties set forth in Section 4.09 are true and correct) will not, contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading. (e) The Company Except as has Made Available not had and would not reasonably be expected to have, individually or in the aggregate, a Parent correct Material Adverse Effect, Parent (i) is, and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 20192019 has been, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the CA 2006, (B) the applicable listing and corporate governance rules and regulations of the LSE and the FCA and (C) the Listing Rules, (ii) is, and since January 1, 2019 until November 24, 2020 has been, in compliance with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange and (iii) is, and since November 25, 2020 has been, in compliance with the applicable listing and corporate governance rules and regulations of Nasdaq. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent currently maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 0000 Xxx) that are designed to provide reasonable assurance that all information required to be disclosed in Parent’s reports filed under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, the CA 2006, the MAR and the Listing Rules and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to enable each case of the principal executive officer of Parent and the principal financial officer of Parent to make the certifications required under the 1934 Act, the MAR and the Listing Rules with respect to such reports. (g) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent currently maintains a system of internal controls designed 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 IFRS, and Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (i) all significant deficiencies and material respectsweaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (h) Since January 1, 2018, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, the CA 2006 and any related rules and regulations promulgated by the SEC, the FCA, Nasdaq and the LSE.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available filed with or furnished to Parent complete the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the 0000 Xxx) all reports, schedules, forms, statements, prospectuses, registration statements and correct copies of (i) other documents required to be filed or furnished, as the Company’s annual report on Form 10-K for its fiscal year ended December 31case may be, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of by the Company since January 1, 2018 2019 (collectively, together with any schedules thereto and (iii) all of its other information incorporated therein, the “Company SEC Documents”). (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed prior to the date hereof, on the date of such filingthis Agreement), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, 1933 Act and the Exchange 1934 Act and the Xxxxxxxx-Xxxxx Act Act, and all other Applicable Lawany rules and regulations promulgated thereunder, as the case may be. (dc) As of its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed prior to the date hereof, on the date of such filingthis Agreement), no each Company SEC Document filed or furnished pursuant to the Exchange 1934 Act contained did not contain any untrue statement of a material fact or omitted omit to state 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. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained and as of the date of such supplement, did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available heretofore furnished or made available to Parent complete and correct and complete copies of all comment letters received by the Company from the SEC relating or its staff from January 1, 2019 through the date of this Agreement with respect to any of the Company SEC Documents since January 1, 2019Documents, together with all written responses of the Company thereto, to the extent that such comment letters and written responses are not publicly available on XXXXX. Since As of the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31this Agreement, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments in comment letters received by the Company from the SEC that would be required or its staff with respect to be disclosed under Item 1B any of Form 10-K under the Exchange ActCompany SEC Documents, and (ii) and, to the Knowledge knowledge of the Company, none of the Company SEC Documents is the are subject of any to ongoing investigation by the SECSEC review. (f) Each required form, report The Company has established and document containing financial statements maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to ensure that has been filed with or furnished material information relating to the SEC Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required others within those entities and such disclosure controls and procedures are reasonably designed to be filed or submitted by ensure that all such information is communicated in a timely fashion to the Company’s principal executive officer and principal financial officer, as applicable, pursuant to officer such that timely decisions may be made regarding the Xxxxxxxx-Xxxxx Act and, at disclosure of such information in the time of filing or submission of each such certification, such certification was true Company’s periodic and accurate and complied with current reports required under the Xxxxxxxx-Xxxxx 1934 Act. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither . (g) The Company and its Subsidiaries have established and maintained a system of Internal Controls over financial reporting (as defined in Rule 13a-15 under the Company1934 Act, any current executive officer nor, “Internal Controls”) sufficient to provide reasonable assurance regarding the Knowledge reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, any former executive officer based on its most recent evaluation of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed Internal Controls prior to the date hereof. of this Agreement, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of Internal Controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Internal Controls. (h) Neither the Company nor any of its Subsidiaries has outstanding extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any executive officer (nor has arranged as defined in Rule 3b-7 under the 0000 Xxx) or modified since the enactment director of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning Company in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. (i) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance compliance, and has complied since January 1, 2019, in each case in all material respects, with all (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq. (j) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and Nasdaq, and the statements contained in each case any such certifications are complete and correct in all material respects. (k) Since the Company Balance Sheet Date through the date of this Agreement, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the 1933 Act that has not been disclosed in the Company SEC Documents publicly filed or furnished with the SEC following the Company Balance Sheet Date.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As Parent has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the date hereof0000 Xxx) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished, as the Company has Made Available to case may be, by Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 2019 (collectively, together with any schedules thereto and (iii) all of its other Company information incorporated therein, the “Parent SEC Documents”). (b) Since January 1As of its filing date (or, 2018 through if amended or supplemented, as of the date hereof, of the Company has timely most recent amendment or supplement filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so requireddate of this Agreement), including each Parent SEC Document complied as to form in all certificates required pursuant to material respects with the applicable requirements of the 1933 Act and the 1934 Act and the Xxxxxxxx-Xxxxx Act. No Subsidiary of , and any rules and regulations promulgated thereunder, as the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed prior to the date hereof, on the date of such filingthis Agreement), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company Parent SEC Document filed or furnished pursuant to the Exchange 1934 Act contained did not contain any untrue statement of a material fact or omitted omit to state 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. No Company . (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained and as of the date of such supplement, did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Parent has heretofore furnished to the Company has Made Available to Parent complete and correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since or its staff from January 1, 20192019 through the date of this Agreement with respect to any of the Parent SEC Documents, together with all written responses of Parent thereto, to the Company theretoextent that such comment letters and written responses are not publicly available on XXXXX. Since As of the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31this Agreement, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments in comment letters received by the Company from the SEC or its staff with respect to any of the Parent SEC Documents, and, to the knowledge of Parent, none of the Parent SEC Documents are subject to ongoing SEC review. (f) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities and such disclosure controls and procedures are reasonably designed to ensure all such information is communicated in a timely fashion to Parent’s principal executive officer and principal financial officer such that timely decisions may be made regarding the disclosure of such information in Parent’s periodic and current reports required under the 1934 Act. (g) Parent and its Subsidiaries have established and maintained a system of Internal Controls over financial reporting sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of Internal Controls prior to the date of this Agreement, to Parent’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of Internal Controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Internal Controls. (h) Neither Parent nor any of its Subsidiaries has extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of Parent in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. (i) Parent is in compliance, and has complied since January 1, 2019, in each case in all material respects, with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq. (j) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and Nasdaq, and the statements contained in any such certifications are complete and correct in all material respects. (k) Since the Parent Balance Sheet Date through the date of this Agreement, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which Parent or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 1B 404 of Form 10Regulation S-K promulgated under the Exchange Act, and (ii) to 1933 Act that has not been disclosed in the Knowledge of the Company, none of the Company Parent SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been publicly filed with or furnished to with the SEC by following the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsParent Balance Sheet Date.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available filed with or furnished to Parent complete the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) on a timely basis all reports, forms and correct copies of (i) other documents required to be filed or furnished, as the Company’s annual report on Form 10-K for its fiscal year ended December 31case may be, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of by the Company since January 1June 6, 2018 and 2014 (iii) all of its other collectively, the “Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K”), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofsupplemented, on as of the date of the most recent amendment or supplement and giving effect to such filingamendment or supplement), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act Act, and all other Applicable Law. (d) As any rules and regulations promulgated thereunder, as the case may be, and none of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (e) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date None of the Company’s annual report on Form 10-K for its fiscal year ended December 31Subsidiaries is required to file or furnish any forms, 2019 and as reports or other documents with the SEC. (b) As of the date hereofof this Agreement, (i) there are no outstanding or unresolved comments in comment letters received by the Company from the SEC that would be required with respect to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to Company SEC Documents. To the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation SEC review and there are no investigations by the SECSEC or any internal investigations pending, in each case regarding any accounting practices of the Company. (fc) Each As of December 31, 2016, the Company has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that information required form, report and document containing financial statements that has been filed with or furnished to the SEC be disclosed by the Company since January 1in the reports that it files or furnishes under the Exchange Act is recorded, 2018 through processed, summarized and reported within the date hereof was accompanied by time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to be filed or submitted by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Since December 31, 2014, the Company’s principal executive officer and its principal financial officer, as applicable, pursuant officer have disclosed to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true Company’s auditors and accurate audit committee (i) any significant deficiencies and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms material weaknesses in the Xxxxxxxx-Xxxxx Act. Neither design or operation of internal controls over financial reporting or (ii) any fraud, whether or not material, that involves management or other Employees who have a significant role in the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects’s internal control over financial reporting.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available delivered, or otherwise made available through filings with the SEC, to Parent complete and correct copies of (i) the Company’s annual report reports on Form 10-K for its fiscal year years ended December 31June 30, 20192013, 2012, and 2011, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 2010, and (iii) all of its other reports, statements, schedules and registration statements filed with the SEC since January 1, 2010 (the documents referred to in this Section 5.07(a) and Section 5.07(e), together with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the “Company SEC Documents”). (b) Since January 1, 2018 through the date hereof2010, the Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kreport, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed or furnished by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate form or other document with with, or make any other filing with, or furnish any other material to, the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied complied, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Offer and the Merger will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable LawAct, as the case may be. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no each Company SEC Document filed pursuant to the Exchange Act contained did not, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Offer and the Merger will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained did not, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Offer and the Merger will not, contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available delivered, or otherwise made available through filings with the SEC, to Parent correct and complete copies of all comment letters received by the Company from the SEC since January, 2010 relating to the Company SEC Documents since January 1, 2019Documents, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there There are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to SEC. To the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation review by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished submitted to the SEC by the Company since January 1, 2018 through the date hereof 2010 was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicablerequired, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes None of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer norof the Company or, to the Knowledge of the Company, any former executive officer of the Company, Company has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsthis Agreement.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereofSince April 1, 2008, the Company has Made Available filed with or furnished to Parent complete the SEC all reports, schedules, forms, statements, prospectuses, registration statements and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy other documents required to be filed or information statements relating to meetings of the stockholders of furnished by the Company since January 1(collectively, 2018 together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) Since January 1As of its filing date, 2018 through each Company SEC Document complied, and each such Company SEC Document filed subsequent to the date hereofof this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange 1934 Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of Act and the Company is required to file or furnish any reportrules and regulations promulgated thereunder, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such subsequent filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior filed pursuant to the date hereof1934 Act did not, on the date of and each such filing), no Company SEC Document filed pursuant subsequent to the Exchange Act contained date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to Parent correct and complete copies of all comment letters received by the Company from the SEC ensure that material information relating to the Company SEC Documents since January 1Company, 2019including its consolidated Subsidiaries, together with all written responses of the Company thereto. Since the date of is made known to the Company’s annual report on Form 10-K for principal executive officer and its fiscal year ended December 31principal financial officer by others within those entities, 2019 and as of particularly during the date hereof, (i) there are no outstanding or unresolved comments received by periods in which the Company from the SEC that would be periodic reports required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to 1934 Act are being prepared. To the Knowledge of the Company, none based on its evaluation of internal controls as of the Company SEC Documents is end of the subject of any ongoing investigation period covered by its most recent quarterly report on Form 10-Q (the SEC“Evaluation Time”), such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic and current reports required under the 1934 Act. (f) Each required formThe Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“internal controls”). To the Knowledge of the Company, report and document containing financial statements that has been filed with or furnished to based on the SEC by evaluation of the Company since January 1, 2018 through Company’s internal controls at the date hereof was accompanied by the certifications required to be filed or submitted Evaluation Time by the Company’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its evaluation of internal controls at the Evaluation Time, to the Company’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to the Company’s principal executive officer and principal financial officer in the design or operation of the Company’s internal controls which are reasonably likely to adversely affect in a material respect the Company’s ability to record, process, summarize and report financial information and (y) any fraud known to the Company’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in the Company’s internal controls. The Company has delivered or Made Available to Parent prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since April 1, 2008. (g) There are no outstanding loans or other extensions of credit, including in the form of a personal loan (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act), made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of the Company. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable, pursuant to ) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act andand any related rules and regulations promulgated by the SEC and NASDAQ, at and the time of filing or submission of each statements contained in any such certification, such certification was true certifications are complete and accurate and complied with the Xxxxxxxx-Xxxxx Actcorrect. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge . (i) Section 5.07(i) of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the XxxxxxxxDisclosure Schedules describes all material securitization transactions and other off-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers balance sheet arrangements (as defined in Rule 3b-7 under Item 303 of Regulation S-K of the Exchange ActSEC) of effected or maintained in effect by the Company or any of its SubsidiariesSubsidiaries since April 1, 2008. The Company is otherwise in compliance with all applicable provisions has delivered or Made Available to Parent copies of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaqdocumentation creating or governing, in each case in all material respectssuch transactions.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available timely filed with or furnished to Parent complete the SEC all reports, schedules, forms, statements, prospectuses, registration statements and correct copies of (i) other documents required to be filed with or furnished to the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of SEC by the Company since January 1, 2018 (collectively, together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K”), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate statement, prospectus, registration statement or other document with the SEC. (b) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), the Company SEC Documents filed or furnished prior to the date of this Agreement complied, and each Company SEC Document filed or furnished subsequent to the date of this Agreement (assuming, in the case of the Proxy Statement/Prospectus, that the representations and warranties set forth in Section 5.09 are true and correct) will comply, in all material respects with the applicable requirements of Nasdaq, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such amended or superseding filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended filed or superseded by a filing furnished prior to the date hereofof this Agreement did not, on the date of such filing), no and each Company SEC Document filed pursuant or furnished subsequent to the Exchange Act contained date of this Agreement (assuming, in the case of the Proxy Statement/Prospectus, that the representations and warranties set forth in Section 5.09 are true and correct) will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained and as of the date of such amendment or supplement, did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in any material respect. (e) The Company has Made Available to Parent correct and complete copies As of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31this Agreement, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required staff with respect to be disclosed under Item 1B any of Form 10-K under the Exchange ActCompany SEC Documents, and (ii) and, to the Knowledge knowledge of the Company, none of the Company SEC Documents is the are subject of any to ongoing investigation by the SECSEC review. (f) Each required formExcept as has not had and would not reasonably be expected to have, report and document containing financial statements that has been filed with individually or furnished to in the SEC by aggregate, a Company Material Adverse Effect, the Company is, and since January 1, 2018 through 2019 has been, in compliance with (i) the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to applicable provisions of the Xxxxxxxx-Xxxxx Act andand (ii) the applicable listing and corporate governance rules and regulations of Nasdaq. (g) Except as has not had and would not reasonably be expected to have, at individually or in the aggregate, a Company Material Adverse Effect, the Company currently maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 0000 Xxx) that are designed to provide reasonable assurance that all information required to be disclosed in the Company’s reports filed under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of filing or submission the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of each the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the 1934 Act with respect to such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Actreports. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither . (h) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company currently maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“internal controls”) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP, any current and the Company’s principal executive officer norand principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to the Knowledge Company’s auditors and the audit committee of the Board of Directors of the Company (i) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (i) Since January 1, 2018, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such made all certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 required by Rules 13a-14 and 15d-14 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the applicable listing SEC and corporate governance rules of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As The Company has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the date hereof0000 Xxx) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished, as the case may be, by the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended since December 31, 20192012 (collectively, (ii) its proxy or together with any exhibits and schedules thereto and other information statements relating to meetings of incorporated therein, the stockholders of the Company since January 1, 2018 and (iii) all of its other “Company SEC Documents”). (b) Since January 1As of its filing date (or, 2018 through if amended or supplemented, as of the date hereof, of the Company has timely most recent amendment or supplement filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so requireddate of this Agreement), including each Company SEC Document complied in all certificates required pursuant to material respects with the applicable requirements of the 1933 Act and the 1934 Act and the Xxxxxxxx-Xxxxx Act. No Subsidiary of , and any rules and regulations promulgated thereunder, as the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed prior to the date hereof, on the date of such filingthis Agreement), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended filed or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed furnished pursuant to the Exchange 1934 Act contained did not contain any untrue statement of a material fact or omitted omit to state 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. No misleading in any material respect. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained and as of the date of such supplement, did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in any material respect. (e) The Company has Made Available established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to Parent correct and complete copies of all comment letters received by the Company from the SEC ensure that material information relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents including its consolidated Subsidiaries, is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished made known to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and its principal financial officerofficer by others within those entities, as applicable, pursuant to particularly during the Xxxxxxxx-Xxxxx periods in which the periodic reports required under the 1934 Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. are being prepared For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the . (f) The Company SEC Documents filed prior to the date hereof. Neither the Company nor any of and its Subsidiaries has outstanding (nor has arranged or modified since the enactment have established and maintained a system of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers internal controls over financial reporting (as defined in Rule 3b-7 13a-15 under the Exchange 1934 Act) (“internal controls”). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company or any of its Subsidiariesfinancial statements for external purposes in accordance with GAAP. The Company is otherwise has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in compliance with all applicable provisions the design or operation of internal controls which are reasonably likely to adversely affect the Xxxxxxxx-Xxxxx Act Company’s ability to record, process, summarize and the applicable listing report financial information and corporate governance rules of Nasdaq(ii) any fraud, whether or not material, that involves management or other employees who have a significant role in each case in all material respectsinternal controls.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available filed with or furnished to Parent complete the SEC, and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31made available to Parent, 2019all reports, (ii) its proxy schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or information statements relating to meetings of the stockholders of furnished by the Company since January 1May 30, 2018 2008 (collectively, together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC Documents. (b) Since January 1”), 2018 through the date hereof, and the Company has timely will file prior to the Effective Time all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing as required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Actunder Applicable Law. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate form or other document with, or make any other filing with, or furnish any other material to, the SEC. (b) As of its filing date (and as of the date of any amendment), each Company SEC Document complied as to form in all material respects with the SECapplicable requirements of the 1933 Act and the 1934 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange 1934 Act contained (and the rules and regulations of the SEC promulgated thereunder) did not contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act1933 Act (and the rules and regulations of the SEC promulgated thereunder), as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies of all There are no outstanding or unresolved comments in any comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of through the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to . To the Knowledge of the Company, none of the Company SEC Documents filed as of the date hereof is the subject of any to ongoing investigation review by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise and has been in compliance in all material respects with all applicable the provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed “disclosure controls and procedures” (as such term is defined in Rule 13a-15 under the 0000 Xxx) with respect to all material information required to be disclosed by the Company in the reports that it files or furnishes under the 1934 Act so that such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and 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 Section 302 and 906 of the Sarbanes Oxley Act, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board, (A) any significant deficiencies in the design or operation of “internal control over financial reporting” (as such term is defined in Rule 13a-15 under the 0000 Xxx) which are designed to (1) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and, if required, the Company Board and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act with respect to any Company SEC Document, except as disclosed in certifications filed with the Company SEC Documents. (g) 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 or arrangement (including any contract 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 SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company’s or any of its Subsidiaries’ audited financial statements or other Company SEC Documents. (h) Since May 30, 2008, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof2018, the Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kall Company SEC Documents. The Company has Made Available to Parent true, 10-Q correct and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law complete unredacted copies of all documents filed as exhibits to be filed by the Company at SEC Documents filed on or after January 1, 2018 and prior to the time so required, including all certificates required pursuant date of this Agreement that were the subject of a request to the Xxxxxxxx-Xxxxx Actstaff of the SEC for confidential treatment. No Company Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate registration statement, proxy statement, certification or other document with with, or make any other filing with, or furnish any other material to, the SEC. (cb) As of its filing date (or, if amended amended, supplemented, modified or superseded by a filing prior to the date hereofsubsequent filing, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act Act, as the case may be, and all other Applicable Lawthe rules and regulations promulgated thereunder, in each case, applicable to such Company SEC Documents. (dc) As of its filing date Each Company SEC Document did not at the time it was filed or furnished (or, if amended amended, supplemented, modified or superseded by a filing prior to the date hereofsubsequent filing, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act contained contain any untrue statement of a material fact or omitted omit to state 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. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as . (d) As of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereofthis Agreement, (i) there are no outstanding or unresolved comments in comment letters received by the Company from the SEC that would be required or its staff with respect to be disclosed under Item 1B of Form 10-K under the Exchange Act, Company SEC Documents and (ii) to the Knowledge of the Company’s Knowledge, none of the Company SEC Documents is the subject of any ongoing investigation review by the SECSEC other than routine periodic reviews pursuant to SEC policy and the Xxxxxxxx-Xxxxx Act. (e) Neither the Company nor any of the Company 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 Acquired Companies, 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 under the Exchange Act)), where the result, purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary on any Financial Statements. (f) Each required form, With respect to each annual report on Form 10-K and document containing financial statements that has been filed with each quarterly report on Form 10-Q (and any amendments to such Form 10-K or furnished to the SEC by 10-Q) included in the Company since January 1SEC Documents, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal chief executive officer and principal chief financial officer, as applicable, pursuant to officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act andand any related rules and regulations promulgated by the SEC, at and (A) the time of filing or submission of each statements contained in any such certification, certifications were complete and correct and (B) such certification was true and accurate and complied with the applicable provisions of the Xxxxxxxx-Xxxxx Act, in each case, in all material respects as of their respective dates. For purposes As of the date of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, Company has not received written notice from any Governmental Authority the SEC challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereofof this Agreement. Since January 1, 2018, the Company has been in compliance in all material respects with all listing and corporate governance requirements of NYSE American and is in compliance in all material respects with all applicable provisions, rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its Subsidiaries has outstanding (nor outstanding, or has arranged any outstanding, “extensions of credit” to directors or modified since the enactment executive officers in violation of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As Parent has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the date hereofExchange Act) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished, as the Company has Made Available to case may be, by Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended since December 31, 20192013 (collectively, (ii) its proxy or together with any exhibits and schedules thereto and other information statements relating to meetings of incorporated therein, the stockholders of the Company since January 1, 2018 and (iii) all of its other Company “Parent SEC Documents”). (b) Since January 1As of its filing date (or, 2018 through if amended or supplemented, as of the date hereof, of the Company has timely most recent amendment or supplement filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so requireddate of this Agreement), including each Parent SEC Document complied in all certificates required pursuant to material respects with the applicable requirements of the Securities Act and the Exchange Act and the Xxxxxxxx-Xxxxx Act. No Subsidiary of , and any rules and regulations promulgated thereunder, as the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed prior to the date hereof, on the date of such filingthis Agreement), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company Parent SEC Document filed or furnished pursuant to the Exchange Act contained did not contain any untrue statement of a material fact or omitted omit to state 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. No Company misleading in any material respect. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained and as of the date of such supplement, did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in any material respect. (e) The Parent has heretofore furnished or made available to the Company has Made Available to Parent complete and correct and complete copies of all comment letters received by the Company from the SEC relating since December 31, 2013 through the date of this Agreement with respect to any of the Company Parent SEC Documents since January 1, 2019Documents, together with all written responses of Parent thereto, to the Company theretoextent that such comment letters and written responses are not publicly available on XXXXX. Since As of the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31this Agreement, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments in comment letters received by the Company from the SEC that would be required staff with respect to be disclosed under Item 1B any of Form 10-K under the Exchange ActParent SEC Documents, and (ii) and, to the Knowledge of the CompanyParent, none of the Company Parent SEC Documents is the are subject of any to ongoing investigation by the SECSEC review. (f) Each required form, report Parent has established and document containing financial statements maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications information required to be filed disclosed by Parent in reports that it files or submitted by submits under the CompanyExchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Parent’s management, including its principal executive officer and principal financial officer, as applicableappropriate to allow timely decisions regarding required disclosure of such information in Parent’s periodic and current reports required under the Exchange Act. The management of Parent has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures as of December 31, pursuant 2015, and such assessment concluded that such controls were effective as of such date. (g) Parent has established and maintains a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the reliability of Parent’s consolidated financial reporting and the preparation of Parent’s consolidated financial statements for external purposes in accordance with GAAP and applicable Law. Parent has disclosed, based on its most recent evaluation of internal controls prior to the Xxxxxxxx-Xxxxx Act date of this Agreement, to Parent’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. As of December 31, 2015, neither Parent nor its auditors had identified any significant deficiencies or material weaknesses in Parent’s internal controls and, at as of the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes date of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer norAgreement, to the Knowledge of Parent, nothing has come to the Companyattention of Parent that has caused Parent to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, any former executive officer of the Companysince December 31, has received written notice 2015, no complaints from any Governmental Authority challenging source regarding accounting, internal controls or questioning auditing matters have been received by Parent, which, if the accuracyallegations underlying such complaints were true, completenesswould be reasonably likely to be material to Parent and its Subsidiaries, form taken as a whole, and Parent has not received any complaints through Parent’s whistleblower hotline or manner equivalent system for receipt of filing employee concerns regarding possible violations of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. applicable Law. (h) Neither the Company Parent nor any of its Subsidiaries has outstanding (nor has extended or maintained credit, arranged or modified since for the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions extension of credit” (within , or renewed an extension of credit, in the meaning form of Section 402 of the Xxxxxxxx-Xxxxx Act) a personal loan to directors or for any executive officers officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent in violation of Section 402 of the Company or any of its Subsidiaries. The Company Xxxxxxxx-Xxxxx Act. (i) Parent is otherwise in compliance compliance, and has complied since December 31, 2013, in each case in all material respects, with all (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaqthe NASDAQ. (j) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NASDAQ, and the statements contained in each case any such certifications are complete and correct in all material respects. (k) Since the Parent Balance Sheet Date, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which Parent or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act that has not been disclosed in the Parent SEC Documents publicly filed or furnished with the SEC following the Parent Balance Sheet Date.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available filed with or furnished to Parent complete the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the 0000 Xxx) all reports, schedules, forms, statements, prospectuses, registration statements and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy other documents required to be filed or information statements relating to meetings of the stockholders of furnished by the Company since January 1, 2018 2012 (collectively, together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) Since January 1, 2018 through As of its filing date (or as of the date of any amendment filed prior to the date hereof), each Company SEC Document complied, and each Company SEC Document filed subsequent to the Company has timely filed date hereof will comply, as to form in all material respects with the SEC (subject to extensions pursuant to Exchange applicable requirements of the 1933 Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to 1934 Act and the Xxxxxxxx-Xxxxx Act. No Subsidiary of , as the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SECcase may be. (c) As of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended filed or superseded by a filing prior furnished pursuant to the date hereof1934 Act did not, on the date of such filing), no and each Company SEC Document filed pursuant or furnished subsequent to the Exchange Act contained date hereof will not, contain any untrue statement of a material fact or omitted omit to state 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. No misleading in any material respect. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in any material respect. (e) The Company has Made Available established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to Parent correct and complete copies of all comment letters received by the Company from the SEC ensure that material information relating to the Company SEC Documents since January 1Company, 2019including its consolidated Subsidiaries, together with all written responses of the Company thereto. Since the date of is made known to the Company’s annual report on Form 10-K for principal executive officer and its fiscal year ended December 31principal financial officer by others within those entities, 2019 and as of particularly during the date hereof, (i) there are no outstanding or unresolved comments received by periods in which the Company from the SEC that would be periodic reports required to be disclosed under Item 1B of Form 10-K under the Exchange Act, 1934 Act are being prepared. Such disclosure controls and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by procedures are reasonably effective in timely alerting the Company’s principal executive officer and principal financial officer, as applicable, pursuant officer to material information required to be included in the Xxxxxxxx-Xxxxx Act and, at Company’s periodic and current reports required under the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx 1934 Act. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (f) The Company and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“internal controls”). Neither Such internal controls are sufficient to provide reasonable assurance regarding the Company, any current executive officer nor, to the Knowledge reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, any former executive officer based on its most recent evaluation of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. The Company has made available to Parent prior to the date hereof a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2012. (g) Neither the Company nor any of its Subsidiaries has outstanding extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any executive officer (nor has arranged as defined in Rule 3b-7 under the 0000 Xxx) or modified since the enactment director of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning Company in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. (h) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance compliance, and has complied, in each case in all material respects with all (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaqthe NYSE. (i) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rules 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in each case any such certifications are complete and correct. (j) The Company has delivered or made available to Parent, prior to the date hereof, copies of the documentation creating or governing all securitization transactions and other off-balance sheet arrangements (as defined in all material respectsItem 303 of Regulation S-K of the SEC) that existed or were effected by the Company or its Subsidiaries since January 1, 2012. (k) Since the Company Balance Sheet Date, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the 1933 Act that has not been disclosed in the Company’s Form 10-K/A filed with the SEC on April 27, 2015.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As Parent has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the date hereofExchange Act) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished, as the Company has Made Available to case may be, by Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended since December 31, 20192013 (collectively, (ii) its proxy or together with any exhibits and schedules thereto and other information statements relating to meetings of incorporated therein, the stockholders of the Company since January 1, 2018 and (iii) all of its other Company “Parent SEC Documents”). (b) Since January 1As of its filing date (or, 2018 through if amended or supplemented, as of the date hereof, of the Company has timely most recent amendment or supplement filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so requireddate of this Agreement), including each Parent SEC Document complied in all certificates required pursuant to material respects with the applicable requirements of the Securities Act and the Exchange Act and the Xxxxxxxx-Xxxxx Act. No Subsidiary of , and any rules and regulations promulgated thereunder, as the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed prior to the date hereof, on the date of such filingthis Agreement), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company Parent SEC Document filed or furnished pursuant to the Exchange Act contained did not contain any untrue statement of a material fact or omitted omit to state 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. No Company misleading in any material respect. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained and as of the date of such supplement, did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in any material respect. (e) The Parent has heretofore furnished or made available to the Company has Made Available to Parent complete and correct and complete copies of all comment letters received by the Company from the SEC relating since December 31, 2013 through the date of this Agreement with respect to any of the Company Parent SEC Documents since January 1, 2019Documents, together with all written responses of Parent thereto, to the Company theretoextent that such comment letters and written responses are not publicly available on XXXXX. Since As of the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31this Agreement, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments in comment letters received by the Company from the SEC that would be required staff with respect to be disclosed under Item 1B any of Form 10-K under the Exchange ActParent SEC Documents, and (ii) and, to the Knowledge of the CompanyParent, none of the Company Parent SEC Documents is are under SEC review as of the subject date of any ongoing investigation by the SECthis Agreement. (f) Each Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that information required form, report and document containing financial statements that has been filed with or furnished to the SEC be disclosed by the Company since January 1in reports that it files or submits under the Exchange Act is recorded, 2018 through processed, summarized and reported within the date hereof was accompanied by time periods specified in the certifications required SEC’s rules and forms, including controls and procedures designed to be filed or submitted by ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as applicable, pursuant appropriate to allow timely decisions regarding required disclosure of such information in Parent’s periodic and current reports required under the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Exchange Act. For purposes The management of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge Parent has completed an assessment of the Companyeffectiveness of Parent’s disclosure controls and procedures as of December 31, any former executive officer of the Company2014, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing and such assessment concluded that such controls were effective as of such certifications made date. (g) Parent has established and maintains a system of internal controls that has been designed to provide reasonable assurance regarding the reliability of Parent’s consolidated financial reporting and the preparation of Parent’s consolidated financial statements for external purposes in accordance with respect to the Company SEC Documents filed GAAP and applicable Law. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date hereofof this Agreement, to Parent’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. As of December 31, 2014, there were no significant deficiencies or material weaknesses in Parent’s internal controls and, as of the date of this Agreement, nothing has come to the attention of Parent that has caused Parent to believe that there are any material weaknesses or significant deficiencies in such internal controls. To the Knowledge of Parent, since December 31, 2014, no complaints from any source regarding accounting, internal controls or auditing matters have been received by Parent and Parent has not received any complaints through Parent’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of applicable Law. (h) Neither the Company Parent nor any of its Subsidiaries has outstanding (nor has extended or maintained credit, arranged or modified since for the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions extension of credit” (within , or renewed an extension of credit, in the meaning form of Section 402 of the Xxxxxxxx-Xxxxx Act) a personal loan to directors or for any executive officers officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent in violation of Section 402 of the Company or any of its Subsidiaries. The Company Xxxxxxxx-Xxxxx Act. (i) Parent is otherwise in compliance compliance, and has complied since December 31, 2013, in each case in all material respects, with all (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaqthe NASDAQ. (j) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NASDAQ, and the statements contained in each case any such certifications are complete and correct in all material respects. (k) Since the Parent Balance Sheet Date, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which Parent or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act that has not been disclosed in the Parent SEC Documents publicly filed or furnished with the SEC following the Parent Balance Sheet Date.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available timely filed with or furnished to Parent complete the SEC all reports, schedules, forms, statements, prospectuses, registration statements and correct copies of (i) other documents required to be filed with or furnished to the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of SEC by the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act2010. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate statement, prospectus, registration statement or other document with the SEC. (b) As of its filing date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished to the SEC by the Company since January 1, 2010 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”) filed prior to the date of this Agreement complied, and each Company SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the New York Stock Exchange (the “NYSE”), the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such filing), each Company SEC Document complied as filed pursuant to form in all material respects with the applicable requirements of the Securities Act, the Exchange 1934 Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement did not, on the date of such filing), no and each Company SEC Document filed pursuant to the Exchange 1934 Act contained subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment or supplement became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading. (e) The Company has Made Available to Parent correct is and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 20192010, together has been in compliance in all material respects with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from applicable provisions of the SEC that would be required to be disclosed under Item 1B of Form 10Xxxxxxxx-K under the Exchange Act, Xxxxx Act and (ii) to the Knowledge applicable listing and corporate governance rules and regulations of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SECNYSE. (f) Each required form, report The Company and document containing financial statements its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that has been filed with or furnished material information relating to the SEC Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the Company since January 1, 2018 through periods in which the date hereof was accompanied by periodic reports required under the certifications required to be filed or submitted by 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer, as applicable, pursuant officer to material information required to be included in the Xxxxxxxx-Xxxxx Act and, at Company’s periodic and current reports required under the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx 1934 Act. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (g) The Company and its Subsidiaries have established and maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“internal controls”). Neither Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company, any current ’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company’s principal executive officer norand principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, to the Knowledge Company’s auditors and the audit committee of the Board of Directors of the Company (x) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. The Company has made available to Parent prior to the date of this Agreement a true and complete summary of any disclosure of the type described in the preceding sentence made by management to the Company’s auditors and audit committee since January 1, 2010. (h) Since January 1, 2010, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such made all certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in required by Rule 3b-7 13a-14 and 15d-14 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the applicable listing SEC and corporate governance rules of Nasdaqthe NYSE, and the statements contained in each case in all material respectsany such certifications are true and complete.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available filed with or furnished to Parent complete the SEC, and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31made available to Parent, 2019all reports, (ii) its proxy schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or information statements relating to meetings of the stockholders of furnished by the Company since January 1, 2018 2008 (collectively, together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) Since January 1, 2018 through As of its filing date (and as of the date hereofof any amendment), each Company SEC Document complied, and each Company SEC Document filed subsequent to the Company has timely filed date hereof will comply, as to form in all material respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any report1933 Act and the 1934 Act, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior filed pursuant to the date hereof1934 Act did not, on the date of such filing), no and each Company SEC Document filed pursuant subsequent to the Exchange Act contained date hereof will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies each of its officers are in compliance in all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied material respects with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. (f) Since January 1, 2008, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq, in each case in all material respectsthe Nasdaq Global Select Market.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the The Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kall reports, 10-Q schedules, forms, statements, prospectuses, registration statements and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing documents required by Applicable Law to be filed with or furnished to the SEC by the Company at or prior to (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act“Company SEC Documents”). No Subsidiary of the Company is is, or at any time since April 11, 2016 has been, required to file or furnish any reportreports, statementschedules, scheduleforms, exhibit, form, certificate statements or other document documents with the SEC. None of the Company or any Subsidiary of the Company was at any time prior to April 11, 2016, required to file any reports, schedules, forms, statements or other documents with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved written comments from the SEC with respect to the Company SEC Documents. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Documents filed on or prior to the date hereof is the subject of ongoing SEC review. (b) As of its filing date (and as of the date of any amendment), each Company SEC Document complied as to form in all material respects with the applicable requirements of the New York Stock Exchange, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange 1934 Act contained did not contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available and its Subsidiaries have established and maintain disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 under the 0000 Xxx) as required by Rule 13a-15 under the 1934 Act. Such disclosure controls and procedures are designed to Parent correct and complete copies of ensure that all comment letters received by the Company from the SEC material information relating to the Company SEC Documents since January 1Company, 2019including its consolidated Subsidiaries, together with all written responses of the Company thereto. Since the date of is made known to the Company’s annual report on Form 10-K for principal executive officer and its fiscal year ended December 31principal financial officer by others within those entities, 2019 and as of particularly during the date hereof, (i) there are no outstanding or unresolved comments received by periods in which the Company from the SEC that would be periodic reports required to be disclosed under Item 1B of Form 10-K under the Exchange Act, 1934 Act are being prepared. Such disclosure controls and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer, as applicable, pursuant officer to material information required to be included in the Xxxxxxxx-Xxxxx Act and, at Company’s periodic and current reports required under the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx 1934 Act. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither . (f) Since April 11, 2016, the Company and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Prior to the date hereof, the Company has disclosed to the Company’s auditors and audit committee (i) any current executive officer norsignificant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls, in each case that has come to the Knowledge of the Company, any former executive officer Company based on its most recent evaluation of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof. Neither . (g) There are no outstanding loans or other extensions of credit made by the Company nor or any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) to any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers officer (as defined in Rule 3b-7 under the Exchange Act0000 Xxx) or director of the Company or any of its SubsidiariesCompany. The Company is otherwise in compliance in all material respects with the Xxxxxxxx-Xxxxx Act. (h) The Company is in compliance in all material respects with the applicable provisions listing and corporate governance rules and regulations of the New York Stock Exchange. (i) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the applicable listing SEC and corporate governance rules the New York Stock Exchange, and the statements contained in any such certifications are complete and correct as of Nasdaqtheir respective dates. (j) ‎Section 5.07(j) of the Company Disclosure Schedule describes all securitization transactions and other off-balance sheet arrangements (as defined in Item 303 of Regulation S-K of the SEC) that existed or were effected by the Company or its Subsidiaries since January 1, in each case in all material respects2015. (k) There are no Contracts between the Company or any Company Subsidiary, on the one hand, and any other Person (other than the Company and the Company Subsidiaries), on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the 1933 Act.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As Parent has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b 25 promulgated under the date hereof0000 Xxx) all reports, the Company has Made Available schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 2011 (collectively, together with any exhibits and (iii) all of its schedules thereto and other Company information incorporated therein, the “Parent SEC Documents”). (b) Since January 1, 2018 through As of its filing date (or as of the date of any amendment filed prior to the date hereof), each Parent SEC Document complied, and each Parent SEC Document filed subsequent to the Company has timely filed date hereof will comply, as to form in all material respects with the SEC (subject to extensions pursuant to Exchange applicable requirements of the 1933 Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to 1934 Act and the Xxxxxxxx-Xxxxx Act. No Subsidiary of , as the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SECcase may be. (c) As of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing), each Company Parent SEC Document complied as filed or furnished pursuant to form in all material respects with the applicable requirements of the Securities Act1934 Act did not, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended each Parent SEC Document filed or superseded by a filing prior furnished subsequent to the date hereofhereof will not, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act contained contain any untrue statement of a material fact or omitted omit to state 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. No Company misleading in any material respect. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in any material respect. (e) The Company Parent has Made Available established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’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 1934 Act are being prepared. Such disclosure controls and procedures are reasonably effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent correct and complete copies its Subsidiaries have established and maintained a system of all comment letters received by internal controls over financial reporting (as defined in Rule 13a-15 under the Company from 0000 Xxx) sufficient to provide reasonable assurance regarding the SEC relating reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to Parent’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Parent has made available to the Company SEC Documents prior to the date hereof a summary of any such disclosure made by management to Parent’s auditors and audit committee since January 1, 20192011. (g) Neither Parent nor any of its Subsidiaries has extended or maintained credit, together with all written responses arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of Parent in violation of Section 402 of the Company thereto. Since Xxxxxxxx-Xxxxx Act. (h) Parent is in compliance, and has complied, in each case in all material respects with (i) the date applicable provisions of the CompanyXxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (i) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NASDAQ, and the statements contained in any such certifications are complete and correct. (j) The Parent 10-K contains no material differences from Parent’s annual report on Form 10-K for its the fiscal year ended December 31, 2019 and as of 2013, in the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) form previously delivered to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereofSince January 1, 2008, the Company has Made Available filed with or furnished to Parent complete the SEC all reports, schedules, forms, statements, prospectuses, registration statements and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy other documents required to be filed or information statements relating to meetings of the stockholders of furnished by the Company since January 1(collectively, 2018 together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) Since January 1As of its filing date, 2018 through each Company SEC Document complied, and each such Company SEC Document filed subsequent to the date hereofof this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange 1934 Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of Act and the Company is required to file or furnish any reportrules and regulations promulgated thereunder, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such subsequent filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior filed pursuant to the date hereof1934 Act did not, on the date of and each such filing), no Company SEC Document filed pursuant subsequent to the Exchange Act contained date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating and, to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge knowledge of the Company, none each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the Company SEC Documents is the subject applicable listing and corporate governance rules and regulations of any ongoing investigation by the SECNASDAQ. (f) Each required form, report The Company has established and document containing financial statements maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that has been filed with or furnished material information relating to the SEC Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the Company since January 1, 2018 through periods in which the date hereof was accompanied by periodic reports required under the certifications required to be filed or submitted by 1934 Act are being prepared. Such disclosure controls and procedures are effective in alerting in a timely manner the Company’s principal executive officer and principal financial officerofficer to material information required to be included in the Company’s periodic and current reports required under the 0000 Xxx. (g) The Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“internal controls”). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to the Company’s auditors and audit committee (x) any deficiencies, significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (h) There are no outstanding loans or other extensions of credit, including in the form of a personal loan (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act), made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of the Company. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (i) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable, pursuant to ) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act andand any related rules and regulations promulgated by the SEC and NASDAQ, at and the time of filing or submission of each statements contained in any such certification, such certification was true certifications are complete and accurate and complied with the Xxxxxxxx-Xxxxx Actcorrect. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the . (j) The Company SEC Documents filed prior to the date hereof. Neither describe, and the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment made available to Parent copies of the Xxxxxxxxdocumentation creating or governing, all material securitization transactions and other off-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers balance sheet arrangements (as defined in Rule 3b-7 under Item 303 of Regulation S-K of the Exchange ActSEC) of that existed or were effected by the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of NasdaqSubsidiaries since January 1, in each case in all material respects2008.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of The Company and its Subsidiaries have filed with or furnished to the date hereofSEC all reports, the Company has Made Available schedules, forms, statements, prospectuses, registration statements and other documents required to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy be filed or information statements relating to meetings of the stockholders of the Company furnished since January 1, 2018 2012 (collectively, together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC DocumentsFilings”). (b) Since January 1, 2018 through As of its filing date (and as of the date hereofof any amendment), the each Company has timely filed Filing complied as to form in all material respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any report1933 Act and the 1934 Act, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document Filing filed pursuant to the Exchange 1934 Act contained did not, as of the date it was filed, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document Filing that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment or supplement became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to Parent correct ensure, and complete copies of all comment letters received by the Company from the SEC has no reasonable basis to believe such controls and procedures are not effective to ensure, that all material information relating to the Company SEC Documents since required to be included in reports filed by the Company under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure. (f) Since January 1, 20192012, together with all written responses of the Company thereto. Since has established and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the date 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of the Company’s annual financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Since January 1, 2012, the Company’s principal executive officer and its principal financial officer have disclosed, based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report on Form 10-K for its fiscal year ended December 31financial information and (ii) any fraud, 2019 and whether or not material, that involves management or other employees who have a significant role in internal controls over financial reporting. (g) Since January 1, 2012, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date hereofof this Agreement, (i) there are no outstanding or unresolved comments received by series of similar transactions, agreements, arrangements or understandings to which the Company from the SEC or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 1B 404 of Form 10Regulation S-K promulgated under the Exchange 1933 Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through 2021 (the date hereof“Applicable Date”), the Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kall reports, 10-Q schedules, forms, statements, prospectuses, registration statements and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing documents required by Applicable Law to be filed with or furnished to the SEC by the Company at (such reports, schedules, forms, statements, prospectuses, registration statements and other documents so filed or prior to furnished since the time so requiredApplicable Date, including all certificates required pursuant to collectively, together with any exhibits and schedules thereto and other information incorporated therein, as they may have been supplemented, modified or amended since the Xxxxxxxx-Xxxxx Actdate of filing, the “Company SEC Documents”). No Subsidiary of the Company is is, and since the Applicable Date, no Subsidiary of the Company (other than Pioneer PE Holding LLC, successor to Parsley Energy, Inc., until January 25, 2021) has been, required to file or furnish any reportreports, statementschedules, scheduleforms, exhibit, form, certificate statements or other document documents with the SEC. As of the date of this Agreement, (i) there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Documents and (ii) to the Company’s Knowledge, none of the Company SEC Documents filed on or prior to the date hereof is the subject of ongoing SEC review. (b) As of its filing date (or, if amended by a filing prior to the date hereof, on the date of any such filing), each Company SEC Document complied, and each Company SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated under the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior filed pursuant to the date hereof1934 Act did not, on the date of such filing), no and each Company SEC Document filed pursuant subsequent to the Exchange Act contained date hereof will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Since the Applicable Date, the Company has Made Available to Parent correct established and complete copies maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of all comment letters received Rule 13a-15 under the 1934 Act) as required by Rule 13a-15 or 15d-15, as applicable, under the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto1934 Act. Since the date of the The Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 disclosure controls and as of the date hereof, (i) there procedures are no outstanding or unresolved comments received by the Company from the SEC reasonably designed to ensure that would be all material information required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1in the reports that it files or furnishes under the 1934 Act is recorded, 2018 through processed, summarized and reported within the date hereof was accompanied by 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 to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time Sections 302 and 906 of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes The Company’s internal control over financial reporting is in compliance with the applicable requirements of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in 404 of the Xxxxxxxx-Xxxxx Act. Neither , and the Company’s internal control over financial reporting is effective. Since the Applicable Date, any current executive officer neither the Company nor, to the Knowledge of the Company, the Company’s independent registered accountant has identified or been made aware of (i) any former executive officer significant deficiencies or material weaknesses in the design or operation of the Company’s internal control over financial reporting that are reasonably expected to adversely affect the Company’s ability to record, has received written notice from process, summarize or report financial information or (ii) any Governmental Authority challenging fraud, whether or questioning not material, that involves the accuracy, completeness, form management or manner other employees of filing of such certifications made with respect to the Company SEC Documents filed prior to who have a significant role in the date hereof. Neither Company’s internal control over financial reporting. (f) There are no outstanding loans or other extensions of credit made by the Company nor or any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) to any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers officer (as defined in Rule 3b-7 under the Exchange 1934 Act) or director of the Company. (g) Since the Applicable Date, each of the principal executive officer and principal financial officer of the Company (or any each former principal executive officer and principal financial officer of its Subsidiaries. The Company is otherwise in compliance with the Company, as applicable) has made all applicable provisions certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the applicable listing SEC and corporate governance rules the NYSE, and the statements contained in any such certifications are complete and correct as of Nasdaq, in each case in all material respectstheir respective dates.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available timely filed with or furnished to Parent complete the SEC all reports, schedules, forms, statements, prospectuses, registration statements and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy other documents required to be filed or information statements relating to meetings of the stockholders of furnished by the Company since January 1, 2018 2008 (all reports, schedules, forms, statements, prospectuses, registration statements and (iii) all other documents filed or furnished by the Company since January 1, 2008, including those filed or furnished subsequent to the date of its this Agreement , collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such subsequent filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act, the Exchange 1934 Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Lawthe rules and regulations promulgated thereunder, as the case may be. (dc) As of its respective filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such filing), no each Company SEC Document filed pursuant to the Exchange 1934 Act contained did not contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct is in compliance with, and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents have complied since January 1, 20192008, together in all material respects with all written responses the applicable listing and corporate governance rules and regulations of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SECNYSE. (f) Each The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to ensure that all material information required form, report and document containing financial statements that has been filed with or furnished to the SEC be disclosed by the Company since January 1in the reports it files or submits under the 1934 Act is recorded, 2018 through processed, summarized and reported within the date hereof was accompanied by time periods specified in the certifications required rules and forms of the SEC and all such material information is made known to be filed or submitted by the Company’s principal executive officer and principal financial officer. (g) The Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“internal controls”), including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries that could have a material effect on the financial statements. Section 3.07(g) of the Company Disclosure Schedule sets forth, based on the Company’s most recent evaluation of internal controls prior to the date of this Agreement, to the Company’s auditors and audit committee (x) any “significant deficiencies” and “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of internal controls which would be reasonably expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, known to management, that involves management or other employees who have a significant role in internal controls. (h) Since January 1, 2008, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable, pursuant to ) has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act andand any related rules and regulations promulgated by the SEC and the NYSE, at and the time of filing or submission of each statements contained in any such certification, such certification was true certifications were when made complete and accurate and complied with the Xxxxxxxx-Xxxxx Actcorrect. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company. (i) Since January 1, any current executive officer nor2008, to the Knowledge knowledge of the Company, any former no executive officer or director of the Company has received or otherwise had or obtained knowledge of, and to the knowledge of the Company, no auditor, accountant, or representative of the Company has received provided written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor or any of its Subsidiaries has outstanding (nor has arranged executive officer or modified since the enactment of the Xxxxxxxx-Xxxxx Act) director of, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors substantive complaint or executive officers (as defined in Rule 3b-7 under the Exchange Act) of allegation that the Company or any of its SubsidiariesSubsidiaries has engaged in improper accounting practices. The Company is otherwise in compliance with all applicable provisions Since January 1, 2008, to the knowledge of the XxxxxxxxCompany, no attorney representing the Company or any of its Subsidiaries has reported to the current Company Board or any committee thereof or to any current director or executive officer of the Company evidence of a material violation of United States or other securities laws or breach of fiduciary duty by the Company or any of its executive officers or directors. (j) Since December 31, 2009, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor are there any proposed transactions as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-Xxxxx Act and K promulgated under the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects1933 Act.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of The Public Subsidiary has filed with or furnished to the date hereofSEC all reports, the Company has Made Available schedules, forms, statements, prospectuses, registration statements and other documents required to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy be filed or information statements relating to meetings of the stockholders of furnished by the Company since January 1December 3, 2018 2010 (collectively, together with any exhibits and (iii) all of its other schedules thereto, the “Company SEC Documents”). (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such subsequent filing), each Company SEC Document complied as to form complied, in all material respects with the applicable requirements of the Securities 1933 Act, the Exchange 1934 Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Lawthe rules and regulations promulgated thereunder, as the case may be. (dc) As of its respective filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such filing), no each Company SEC Document filed pursuant to the Exchange 1934 Act contained did not contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No , which individually or in the aggregate would reasonably be expected to require an amendment supplement or corrective filing to such Company SEC Document. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, which, individually or in the aggregate, would reasonably be expected to require an amendment supplement or corrective filing to such Company SEC Document. (e) The Company has Made Available to Parent correct and complete copies As of all comment letters the date hereof, there are no material outstanding or unresolved comments received by the Company from the SEC relating staff with respect to the Company SEC Documents since January 1, 2019, together with all written responses of Documents. To the Company thereto. Since the date knowledge of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SECSEC review or investigation. (f) Each The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to ensure that all material information required form, report and document containing financial statements that has been filed with or furnished to the SEC be disclosed by the Company since January 1in the reports it files or submits under the 1934 Act is recorded, 2018 through processed, summarized and reported within the date hereof was accompanied by time periods specified in the certifications required rules and forms of the SEC and all such material information is made known to be filed or submitted by the Company’s principal executive officer and principal financial officerofficer by others within those entities, as applicable, pursuant to particularly during the Xxxxxxxx-Xxxxx periods in which the periodic reports required under the 1934 Act are being prepared; and, at such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the 1934 Act and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time of filing or submission of each such certification, such certification was true periods specified in SEC rules and accurate forms. (g) The Company and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment have established and maintained a system of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers internal control over financial reporting (as defined in Rule 3b-7 13a-15 under the Exchange 1934 Act) (“internal controls”), and the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation of internal controls prior to the date of this Agreement, to the Company’s auditors, and the audit committee of the Company Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls which would be reasonably expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any of its Subsidiaries. The Company is otherwise fraud, whether or not material, known to management, that involves management or other employees who have a significant role in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsinternal controls.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available timely filed with or furnished to Parent complete the SEC, and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31made available to Parent, 2019all reports, (ii) its proxy schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or information statements relating to meetings of the stockholders of furnished by the Company since January 1, 2018 2013 (collectively, together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) Since January 1As of its filing date (or, 2018 through if amended, as of the date hereofof the last such amendment), the each Company has timely filed SEC Document complied as to form in all material respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any reportSecurities Act and the Exchange Act, statementas the case may be, schedule, exhibit, form, certificate or other document with each as in effect on the SECdate so filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act contained did not contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there There are no outstanding or unresolved comments comment letters received by the Company from the SEC that would be required staff with respect to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none any of the Company SEC Documents is the subject of any ongoing investigation by the SECDocuments. (f) Each required form, report The Company has established and document containing financial statements maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that has been filed with or furnished material information relating to the SEC Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the Company since January 1, 2018 through periods in which the date hereof was accompanied by periodic reports required under the certifications required to be filed or submitted by Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer, as applicable, pursuant officer to material information required to be included in the Xxxxxxxx-Xxxxx Act and, at Company’s periodic and current reports required under the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Exchange Act. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither . (g) The Company and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Company, any current executive officer nor, Exchange Act) designed to provide reasonable assurance regarding the Knowledge reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, any former executive officer based on its most recent evaluation of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reporting. Neither The Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and audit committee, since January 1, 2013. (h) There are no outstanding loans or other extensions of credit made by the Company nor or any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) to any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (i) Since January 1, 2013, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NASDAQ Capital Market (the “NASDAQ”). (j) Since January 1, 2013, each of the principal executive officer and principal financial officer of the Company (or any each former principal executive officer and principal financial officer of its Subsidiaries. The Company is otherwise in compliance with the Company, as applicable) have made all applicable provisions certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the applicable listing SEC and corporate governance rules the NASDAQ, and the statements contained in any such certifications are complete and correct. (k) There have been no, nor as of Nasdaqthe date of this Agreement are there any proposed, securitization transactions or other off-balance sheet arrangements (as defined in each case in all material respectsItem 303 of Regulation S-K of the SEC) that existed or were effected by the Company or its Subsidiaries that would be required to be disclosed under Item 303 of Regulation S-K of the SEC. (l) Since January 1, 2013, there has been no transaction, or series of similar transactions, Contracts, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act that has not been so disclosed.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report reports on Form 10-K for its fiscal year years ended December 31, 20192013 and December 31, 2012, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 2012 and (iii) all of its other reports, statements, schedules and registration statements filed with the SEC since January 1, 2012 (the documents referred to in this Section 4.08(a), together with all exhibits thereto and information incorporated by reference therein, are collectively referred as the “Company SEC Documents”). (b) Since January 1, 2018 through the date hereof2012, the Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kreport, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed or furnished by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Company Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate form or other document with with, or make any other filing with, or furnish any other material to, the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such filing), each Company SEC Document complied complied, and each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable LawAct. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such filing), no each Company SEC Document filed pursuant did not, and each such Company SEC Document filed subsequent to the Exchange Act contained date of this Agreement and prior to the Effective Time will not, contain any untrue statement of a material fact or omitted omit to state 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. No Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained did not, and each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time will not, contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available made available to Parent correct and complete copies of all comment letters received by the Company from the SEC since January 1, 2012 relating to the Company SEC Documents since January 1, 2019Documents, together with all written responses of the Company thereto. Since As of the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereofthis Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company’s Knowledge, none of the Company SEC Documents is the subject of any ongoing investigation review by the SEC. (f) Neither the Company nor any of the Company 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 and any of the Company 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 under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Documents. (g) Each required form, report and document containing financial statements that has been filed with or furnished submitted to the SEC by the Company since January 1, 2018 through the date hereof 2012 was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicablerequired, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes The Company is in compliance in all material respects with all current listing and corporate governance requirements of this Section 4.07Nasdaq and is in compliance in all material respects with all rules, “principal executive officer” regulations and “principal financial officer” shall have the meanings given to such terms in requirements of the Xxxxxxxx-Xxxxx Act. Neither None of the Company, any current executive officer norof the Company or, to the Knowledge of the Company’s Knowledge, any former executive officer of the Company, Company has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsthis Agreement.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available filed with or furnished to Parent complete the SEC (including following any extensions of time for filing provided by Rule 12b 25 promulgated under the 0000 Xxx) all reports, schedules, forms, statements, prospectuses, registration statements and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy other documents required to be filed or information statements relating to meetings of the stockholders of furnished by the Company since January 1, 2018 2011 (collectively, together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) Since January 1, 2018 through As of its filing date (or as of the date of any amendment filed prior to the date hereof), each Company SEC Document complied, and each Company SEC Document filed subsequent to the Company has timely filed date hereof will comply, as to form in all material respects with the SEC (subject to extensions pursuant to Exchange applicable requirements of the 1933 Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to 1934 Act and the Xxxxxxxx-Xxxxx Act. No Subsidiary of , as the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SECcase may be. (c) As of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended filed or superseded by a filing prior furnished pursuant to the date hereof1934 Act did not, on the date of such filing), no and each Company SEC Document filed pursuant or furnished subsequent to the Exchange Act contained date hereof will not, contain any untrue statement of a material fact or omitted omit to state 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. No misleading in any material respect. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in any material respect. (e) The Company has Made Available established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to Parent correct and complete copies of all comment letters received by the Company from the SEC ensure that material information relating to the Company SEC Documents since January 1Company, 2019including its consolidated Subsidiaries, together with all written responses of the Company thereto. Since the date of is made known to the Company’s annual report on Form 10-K for principal executive officer and its fiscal year ended December 31principal financial officer by others within those entities, 2019 and as of particularly during the date hereof, (i) there are no outstanding or unresolved comments received by periods in which the Company from the SEC that would be periodic reports required to be disclosed under Item 1B of Form 10-K under the Exchange Act, 1934 Act are being prepared. Such disclosure controls and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by procedures are reasonably effective in timely alerting the Company’s principal executive officer and principal financial officer, as applicable, pursuant officer to material information required to be included in the Xxxxxxxx-Xxxxx Act and, at Company’s periodic and current reports required under the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx 1934 Act. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (f) The Company and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“internal controls”). Neither Such internal controls are sufficient to provide reasonable assurance regarding the Company, any current executive officer nor, to the Knowledge reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, any former executive officer based on its most recent evaluation of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. The Company has made available to Parent prior to the date hereof a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2011. (g) Neither the Company nor any of its Subsidiaries has outstanding extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any executive officer (nor has arranged as defined in Rule 3b-7 under the 0000 Xxx) or modified since the enactment director of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning Company in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. (h) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance compliance, and has complied, in each case in all material respects with all (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaqthe NYSE. (i) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in each case any such certifications are complete and correct. (j) The Company has delivered or made available to Parent, prior to the date hereof, copies of the documentation creating or governing all securitization transactions and other off-balance sheet arrangements (as defined in all Item 303 of Regulation S-K of the SEC) that existed or were effected by the Company or its Subsidiaries since January 1, 2011. (k) Since the Company Balance Sheet Date, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the 1933 Act that has not been disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 4, 2013. (l) The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2013, when filed with the SEC, will contain no material respects.differences from the Company 10-K.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available filed with or furnished to Parent complete the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the 0000 Xxx) all reports, schedules, forms, statements, prospectuses, registration statements and correct copies of (i) other documents required to be filed or furnished, as the Company’s annual report on Form 10-K for its fiscal year ended December 31case may be, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of by the Company since January 1, 2018 2014 (collectively, together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) Since January 1, 2018 through As of the date hereof, the Company has timely it was filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed or furnished prior to the date hereof, on the date of such filingthis Agreement), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, 1933 Act and the Exchange 1934 Act and the Xxxxxxxx-Xxxxx Act Act, and all other Applicable Lawany rules and regulations promulgated thereunder, as the case may be. (dc) As of its filing the date it was filed or furnished to the SEC (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed or furnished prior to the date hereof, on the date of such filingthis Agreement), no each Company SEC Document filed pursuant to the Exchange Act contained did not contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleadingmisleading in any material respect. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as As of the date such registration statement or amendment became effectiveof this Agreement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments in comment letters received by the Company from the SEC that would be required staff with respect to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none any of the Company SEC Documents is the subject of any ongoing investigation by the SECDocuments. (fd) Each required form, report The Company has established and document containing financial statements maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to ensure that has been filed with or furnished material information relating to the SEC by the Company since January 1Company, 2018 through the date hereof was accompanied by the certifications required including its consolidated Subsidiaries, is made known to be filed or submitted by the Company’s principal executive officer and its principal financial officerofficer by others within those entities, as applicable, pursuant to particularly during the Xxxxxxxx-Xxxxx periods in which the periodic reports required under the 1934 Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Actare being prepared. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge . (e) The Company has established and maintained a system of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers internal controls over financial reporting (as defined in Rule 3b-7 13a-15 under the Exchange 1934 Act) (“internal controls”) as required by Rule 13a-15 under the 1934 Act. As of the date hereof, the Company has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to the Company’s auditors and audit committee (i) any “significant deficiencies” and “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions operation of the Xxxxxxxx-Xxxxx Act Company’s internal controls which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud as to which the applicable listing and corporate governance rules of NasdaqCompany has knowledge, whether or not material, that involves management or other employees who have a significant role in each case in all material respectsinternal controls.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of The Company and its Subsidiaries have filed with or furnished to the date hereofSEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished since October 1, 2009 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC DocumentsFilings”). (b) Since January 1, 2018 through As of its filing date (and as of the date hereofof any amendment), each Company Filing complied, and each Company Filing filed subsequent to the Company has timely filed date hereof will comply, as to form in all material respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any report1933 Act and the 1934 Act, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document Filing filed pursuant to the Exchange 1934 Act contained did not, and each Company Filing filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document Filing that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to Parent correct and complete copies of all comment letters received by the Company from the SEC ensure that material information relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents including its consolidated Subsidiaries, is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished made known to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and its principal financial officerofficer by others within those entities, as applicable, pursuant to particularly during the Xxxxxxxx-Xxxxx periods in which the periodic reports required under the 1934 Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Actare being prepared. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither . (f) Since October 1, 2009, the Company, any current executive officer nor, Company and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) sufficient to provide reasonable assurance regarding the Knowledge reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, any former executive officer based on its most recent evaluation of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof. Neither , to the Company nor any of its Subsidiaries has outstanding Company’s auditors and audit committee (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Acti) any “extensions significant deficiencies and material weaknesses in the design or operation of credit” internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Actii) to directors any fraud, whether or executive officers (as defined not material, that involves management or other employees who have a significant role in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsinternal controls.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders All of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be Documents filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. , and all of the reports, statements, schedules, forms and other documents filed or furnished by the Company to the SEC in respect of reporting periods commencing on or after January 1, 2012 (cincluding any notice required under Section 13(r) of the Exchange Act) (“SEC Filings”) have been timely filed or furnished, as applicable (subject to any extensions permitted pursuant to Rule 12b-25 of the Exchange Act). As of its their respective filing date dates (or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing), each Company such SEC Document Filings complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act Act, and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date none of such filing), no Company SEC Document filed pursuant to the Exchange Act Filings as of their respective filing dates contained any untrue statement of a material fact or omitted to state any 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. No Company misleading (or, in the case of an SEC Document Filing that is a registration statement, as amended or supplemented, if as applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (e) ). The Company has Made Available made available to Parent correct and complete (including via XXXXX, as applicable) copies of all comment letters received by the Company prior to the date hereof from the SEC relating to the Company SEC Documents since in respect of reporting periods commencing on or after January 1, 20192012 and relating to such SEC Filings, together with all written responses of the Company theretothereto submitted to the SEC prior to the date hereof. Since As of the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31this Agreement, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would staff with respect to the SEC Filings. (b) All of the audited consolidated financial statements and unaudited condensed consolidated interim financial statements of the Company included in the Company SEC Documents (together with the related notes and schedules thereto, the “Company Financial Statements”) complied as to form at the time they were filed in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing, were prepared in conformity with GAAP (except as may be required to indicated therein or in the notes thereto), applied on a consistent basis during the periods involved (except as may be disclosed under Item 1B indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and their consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of the unaudited interim financial statements as permitted by Form 10-K under Q and to normal year-end audit adjustments and to any other adjustments described therein or in the Exchange Actnotes thereto). (c) 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 and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or person, or maintains any “off-balance sheet arrangements” (iias defined in Item 303(a) of Regulation S-K of the SEC), in each case, where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Knowledge Company or any of its subsidiaries in the Company’s or any of its subsidiaries’ published financial statements or any Company SEC Documents. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (fas applicable) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the made all certifications required to be filed by Rule 13a-14 or submitted by 15d-14 under the Company’s principal executive officer Exchange Act and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time Sections 302 and 906 of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act, in each case, with respect to the Company SEC Documents, and the statements contained in such certifications were true and complete on the date such certifications were made. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act with respect to any Company SEC Document, except as disclosed in certifications filed with the Company SEC Documents. Since January 1, 2012 through the date of this Agreement, (i) neither the Company nor any of the Company’s subsidiaries, any current executive officer nor, to the Knowledge knowledge of the Company, any former director or executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of the Company’s subsidiaries has received any material written, or to the knowledge of the Company, oral complaint, allegation, assertion or claim, that the Company or any of its Subsidiariessubsidiaries has engaged in illegal or fraudulent accounting or auditing practices, or has engaged in improper accounting or auditing practices that have a reasonable likelihood of developing into illegal or fraudulent accounting or auditing practices and (ii) to the knowledge of the Company, no attorney representing the Company or any of its subsidiaries, whether or not employed by the Company or any of its subsidiaries, 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 of Directors or any committee thereof or to any director or officer of the Company. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) 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. (f) The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are reasonably designed to ensure that all information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is made known to, as applicable, the chief executive officer and the chief financial officer of the Company by others within the Company as appropriate to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. (g) Since January 1, 2014, through the date hereof, the Company has not received any written, or to the knowledge of the Company, oral notification of any (x) “significant deficiency” or (y) “material weakness” in the Company’s internal controls over financial reporting. As of the date hereof, there is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board. (h) The Company is otherwise in compliance in all material respects with all applicable provisions current listing and corporate governance requirements of the NYSE, and is in compliance in all material respects with all applicable rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since January 1, 2012, neither the Company nor any of its subsidiaries has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of the Company. Since January 1, 2012, through the date hereof, to the knowledge of the Company, no employee of the Company or any of its subsidiaries has provided or is providing information to any law enforcement agency or Governmental Authority contemplated in Section 806 of the Xxxxxxxx-Xxxxx Act regarding the commission or possible commission of any crime or the violation or possible violation of any applicable listing and corporate governance rules legal requirements of Nasdaqthe type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its subsidiaries. To the knowledge of the Company, since January 1, 2014 the Company has been in each case compliance in all material respectsrespects with applicable U.S. laws related to Conflict Minerals.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of Since July 8, 2020 (the date hereof“Parent US IPO Date”), the Company Parent has Made Available to Parent complete and correct copies of (i) timely filed with or furnished to the Company’s annual report on Form 10-K for its fiscal year ended December 31SEC all reports, 2019schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”), (ii) its proxy or timely notified all annual accounts, half yearly reports and notifications required to be notified in accordance with the AIM Rules (collectively, together with any other information statements relating to meetings of incorporated therein, the stockholders of “Parent Non-SEC Documents” and the Company since January 1Parent Non-SEC Documents together with the Parent SEC Documents, 2018 the “Parent Public Documents”) and (iii) complied in all material respects with its disclosure obligations under Article 17 of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx ActMAR. No Subsidiary of the Company Parent is required to file file, furnish or furnish submit any report, statement, schedule, exhibit, form, certificate statement, prospectus, registration statement or other document with the SEC. (b) As of its filing or publication date (or, if amended or superseded by a filing or publication prior to the date of this Agreement, on the date of such amended or superseding filing or publication), the Parent Public Documents filed, published or furnished prior to the date of this Agreement complied, and each Parent Public Document filed, published or furnished subsequent to the date of this Agreement (assuming, in the case of each of the Form F-4, the Parent Announcement and the Parent Circular, the Company’s compliance with Section 7.02(f)) will comply, in all material respects with the applicable requirements of Nasdaq, the AIM Rules, the 1933 Act, the 1934 Act, the Xxxxxxxx-Xxxxx Act and the CA 2006, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such amended or superseding filing), each Company Parent SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended filed or superseded by a filing furnished prior to the date hereofof this Agreement did not, on and each Parent SEC Document filed or furnished subsequent to the date of such filingthis Agreement (assuming, in the case of the Form F-4, the Company’s compliance with Section 7.02(f)) will not, no Company SEC Document filed pursuant to the Exchange Act contained contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company . (d) Each statement of fact contained in a Parent Non-SEC Document that is a registration statementnotified prior to the date of this Agreement was as at its notification date (or, as if amended or supplemented, if applicable, filed pursuant superseded by a notification prior to the Securities Actdate of this Agreement, as on the date of such amended or superseding notification), and each Parent Non-SEC Document notified on or subsequent to entry into this Agreement (assuming, in the case of each of the date such registration statement Parent Announcement and the Parent Circular and any other notification containing information with respect to the Company and/or its Subsidiaries referred to in Section 7.02(f)), the Company’s compliance with Section 7.02(f) will be, true and accurate in all material respects and not misleading (whether by omission or amendment became effective, contained any untrue otherwise) and each statement of a material fact opinion, belief, intention or omitted to state any material fact required to be stated expectation therein is (or necessary to make will when notified be) given in good faith after due and careful consideration and enquiry of the statements therein not misleadingrelevant circumstances, based on reasonable assumptions and capable of being properly supported. (e) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since Since January 1, 20192018, together with all written responses there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the Company thereto. Since chief executive officer, chief financial officer (or other principal financial and accounting officer), or general counsel of Parent, the date Board of the Company’s annual report on Form 10-K for its fiscal year ended December 31Directors of Parent or any committee thereof, 2019 other than ordinary course audits or reviews of accounting policies and as of the date hereof, (i) there are no outstanding practices or unresolved comments received internal controls required by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SECApplicable Law. (f) Each required formExcept as has not had, report and document containing financial statements that has been filed with individually or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Companyaggregate, any current executive officer nora Parent Material Adverse Effect, to the Knowledge of the CompanyParent is, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified and since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise Parent US IPO Date has been, in compliance with all (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the CA 2006, (B) the applicable AIM Rules and (C) the applicable listing and corporate governance rules and regulations of Nasdaq. (g) Parent currently maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 0000 Xxx) that are designed to provide reasonable assurance that all information required to be disclosed in Parent’s reports filed under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, the CA 2006, the MAR and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to enable each case of the principal executive officer of Parent and the principal financial officer of Parent to make the certifications required under the 1934 Act with respect to such reports. (h) Parent and its Subsidiaries currently maintain a system of internal controls designed 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 IFRS, and Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent (i) all significant deficiencies and material respectsweaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. A true, correct and complete summary of any such disclosures made by management to Parent’s auditors and audit committee is set forth as Section 5.07(h) of the Parent Disclosure Schedule. (i) Since the Parent US IPO Date, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and Nasdaq.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereofSince September 30, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof2015, the Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kreport, 10-Q and 10-K), statement (including proxy statement), schedule, exhibitform, form registration statement, proxy statement, certification or other document (including exhibits and all other information incorporated therein) or filing required by Applicable Law to be filed with or furnished by the Company at or prior to the time so requiredSEC (the documents referred to in this Section 4.07(a), including as they may have been supplemented, modified or amended since the initial filing date and together with all certificates required pursuant to exhibits thereto and information incorporated by reference therein, the Xxxxxxxx-Xxxxx Act. No Subsidiary of the “Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SECSEC Documents”). (cb) As of its filing date (or, if amended amended, supplemented, modified or superseded by a filing prior to the date hereofof this Agreement, on the date of such filing), each Company SEC Document complied as complied, and each such Company SEC Document filed subsequent to form the date of this Agreement and prior to the Effective Time will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Lawthe rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents. (dc) As of its filing date (or, if amended amended, supplemented, modified or superseded by a another filing prior to the date hereofof this Agreement, on the date of such filing), no each Company SEC Document filed pursuant on or prior to the Exchange Act contained date hereof did not, and, subject to the accuracy of the representations and warranties set forth in Section 5.07, each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time will not, contain any untrue statement of a material fact or omitted omit to state 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. No Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement statement, amendment or amendment supplement became effective, contained did not, and each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time, as of the date such registration statement, amendment or supplement becomes effective, will not, contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (ed) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC during the three (3) years prior to the date hereof relating to the Company SEC Documents since January 1, 2019Documents, together with all written responses of the Company thereto. Since As of the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereofthis Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company’s Knowledge, none of the Company SEC Documents is the subject of any ongoing investigation review by the SEC. (fe) Each required formThe Company is not a party to, report 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, on the one hand, and document containing financial statements that has been filed with any unconsolidated Affiliate, including any structured finance, special purpose or furnished 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 under the Exchange Act)), where the result, purpose or intended effect of such Contract is to the SEC by avoid disclosure of any material transaction involving, or material liabilities of, the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by in the Company’s principal published financial statements or other Company SEC Documents. (f) With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q (and any amendments to such Form 10-K or 10-Q) included in the Company SEC Documents, the chief executive officer and principal chief financial officer, as applicable, pursuant to officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act andand any related rules and regulations promulgated by the SEC, at and (A) the time of filing or submission of each statements contained in any such certification, certifications were complete and correct and (B) such certification was true and accurate and complied with the applicable provisions of the Xxxxxxxx-Xxxxx Act, in each case in all material respects as of their respective dates. For purposes As of the date of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, Company has not received written notice from any Governmental Authority the SEC challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereofof this Agreement. Neither the The Company nor any is in compliance in all material respects with all current listing and corporate governance requirements of its Subsidiaries has outstanding (nor has arranged or modified since the enactment Nasdaq and is in compliance in all material respects with all applicable provisions, rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof2019, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (cb) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable LawAct, each as in effect on the date that such Company SEC Document was so filed. (dc) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (ed) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 20192019 (if any), together with all written responses of the Company theretothereto (if any). Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of 2020 through the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (fe) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 2019 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the applicable provisions of the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects, and the shares of Company Common Stock are not listed on any stock exchange other than Nasdaq.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available on a timely basis filed with or furnished to Parent complete the SEC all reports, schedules, forms, statements, prospectuses, registration statements and correct copies of (i) other documents required to be filed with or furnished to the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of SEC by the Company since January 1, 2018 2014 (collectively, together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate form or other document with, or make any other filing with, or furnish any other material to, the SEC or make any similar securities law filing with the SECany other Governmental Authority. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange 1934 Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act contained did not contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained complied in all material respects with the requirements of the 1933 Act and did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies each of its officers is in compliance in all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied material respects with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. (f) Since January 1, 2014, the Company and its Subsidiaries have established and maintained a system of Internal Controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of Internal Controls over financial reporting prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of Internal Controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Internal Controls over financial reporting. (g) Since January 1, 2013, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available delivered, or otherwise made available through filings with the SEC, to Parent complete and correct copies of (i) the Company’s annual report reports on Form 10-K for its fiscal year years ended December 31, 20192010, 2009, and 2008, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 2008, and (iii) all of its other reports, statements, schedules and registration statements filed with the SEC since January 1, 2008 (the documents referred to in this Section 4.07(a) and Section 4.07(e), together with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the “Company SEC Documents”). (b) Since January 1, 2018 through the date hereof2008, the Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kreport, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed or furnished by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate form or other document with with, or make any other filing with, or furnish any other material to, the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing)date, each Company SEC Document complied complied, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Merger will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable LawAct, as the case may be. (d) As of its filing date (ordate, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no each Company SEC Document filed pursuant to the Exchange Act contained did not, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Merger will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained did not, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Merger will not, contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available delivered, or otherwise made available through filings with the SEC, to Parent correct and complete copies of all comment letters received by the Company from the SEC since January 1, 2008 relating to the Company SEC Documents since January 1, 2019Documents, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there There are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to SEC. To the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation review by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished submitted to the SEC by the Company since January 1, 2018 through the date hereof 2008 was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicablerequired, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes None of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer norof the Company or, to the Knowledge of the Company, any former executive officer of the Company, Company has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsthis Agreement.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As The Company has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the date hereofExchange Act) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished, as the case may be, by the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended since December 31, 20192013 (collectively, (ii) its proxy or together with any exhibits and schedules thereto and other information statements relating to meetings of incorporated therein, the stockholders of the Company since January 1, 2018 and (iii) all of its other “Company SEC Documents”). (b) Since January 1As of its filing date (or, 2018 through if amended or supplemented, as of the date hereof, of the Company has timely most recent amendment or supplement filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so requireddate of this Agreement), including each Company SEC Document complied in all certificates required pursuant to material respects with the applicable requirements of the Securities Act and the Exchange Act and the Xxxxxxxx-Xxxxx Act. No Subsidiary of , and any rules and regulations promulgated thereunder, as the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed prior to the date hereof, on the date of such filingthis Agreement), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended filed or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed furnished pursuant to the Exchange Act contained did not contain any untrue statement of a material fact or omitted omit to state 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. No misleading in any material respect. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained and as of the date of such supplement, did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in any material respect. (e) The Company has Made Available heretofore furnished or made available to Parent complete and correct and complete copies of all comment letters received by the Company from the SEC relating since December 31, 2013 through the date of this Agreement with respect to any of the Company SEC Documents since January 1, 2019Documents, together with all written responses of the Company thereto, to the extent that such comment letters and written responses are not publicly available on XXXXX. Since As of the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31this Agreement, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments in comment letters received by the Company from the SEC that would be required staff with respect to be disclosed under Item 1B any of Form 10-K under the Exchange ActCompany SEC Documents, and (ii) and, to the Knowledge of the Company, none of the Company SEC Documents is the are subject of any to ongoing investigation by the SECSEC review. (f) Each The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that information required form, report and document containing financial statements that has been filed with or furnished to the SEC be disclosed by the Company since January 1in reports that it files or submits under the Exchange Act is recorded, 2018 through processed, summarized and reported within the date hereof was accompanied by time periods specified in the certifications required SEC’s rules and forms, including controls and procedures designed to be filed or submitted by ensure that such information is timely accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as applicable, pursuant appropriate to allow timely decisions regarding required disclosure of such information in the Xxxxxxxx-Xxxxx Act and, at Company’s periodic and current reports required under the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Exchange Act. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither The management of the Company has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2015, and such assessment concluded that such controls were effective as of such date. (g) The Company has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) (“internal controls”). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s consolidated financial reporting and the preparation of Company consolidated financial statements for external purposes in accordance with GAAP and applicable Law. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to the Company’s auditors and audit committee (i) any current executive officer norsignificant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. As of December 31, 2015, neither the Company nor its auditors had identified any significant deficiencies or material weaknesses in the Company’s internal controls and, as of the date of this Agreement, to the Knowledge of the Company, nothing has come to the attention of the Company that has caused the Company to believe that there are any former executive officer material weaknesses or significant deficiencies in such internal controls. To the Knowledge of the Company, has received written notice since December 31, 2015, no complaints from any Governmental Authority challenging source regarding accounting, internal controls or questioning auditing matters have been received by the accuracyCompany, completenesswhich, form or manner of filing of if the allegations underlying such certifications made with respect complaints were true, would be reasonably likely to be material to the Company SEC Documents filed prior to and its Subsidiaries, taken as a whole, and the date hereof. Company has not received any complaints through the Company’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of applicable Law. (h) Neither the Company nor any of its Subsidiaries has outstanding (nor has extended or maintained credit, arranged or modified since for the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions extension of credit” (within , or renewed an extension of credit, in the meaning form of Section 402 of the Xxxxxxxx-Xxxxx Act) a personal loan to directors or for any executive officers officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any in violation of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions Section 402 of the Xxxxxxxx-Xxxxx Act Act. (i) The Company is in compliance, and the applicable listing and corporate governance rules of Nasdaqhas complied since December 31, 2013, in each case in all material respects, with the applicable provisions of the Xxxxxxxx-Xxxxx Act. (j) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NASDAQ, and the statements contained in any such certifications are complete and correct in all material respects. (k) Since the Company Balance Sheet Date, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act that has not been disclosed in the Company SEC Documents publicly filed or furnished with the SEC following the Company Balance Sheet Date.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company CVS has Made Available made available to Parent complete and correct copies of Caremark (i) the CompanyCVS’s annual report reports on Form 10-K for its fiscal year years ended December 31, 20192005 and January 1, 2005, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended April 1, 2006 and July 1, 2006, (iii) its proxy or information statements relating to meetings of of, or actions taken without a meeting by, the stockholders of the Company CVS held since January 1December 31, 2018 2005, and (iiiiv) all of its other Company reports, statements, schedules and registration statements filed with the SEC since December 31, 2005 (the documents referred to in this Section 5.07(a), collectively, the “CVS SEC Documents”). For purposes of this Agreement, a document will be deemed made available if it is accessible on-line through the SEC’s XXXXX system as of the date hereof. (b) Since January 1, 2018 through As of its filing date (and as of the date hereofof any amendment), each CVS SEC Document complied, and each such CVS SEC Document filed subsequent to the Company has timely filed date hereof will comply, as to form in all material respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any report1933 Act and 1934 Act, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company CVS SEC Document filed pursuant to the Exchange 1934 Act contained did not, and each such CVS SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company . (d) Each CVS SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company CVS has Made Available to Parent correct established and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 maintains disclosure controls and procedures (as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to CVS, including its consolidated Subsidiaries, is made known to CVS’s principal executive officer and (ii) to its principal financial officer by others within those entities, particularly during the Knowledge of periods in which the Company, none of periodic reports required under the Company SEC Documents is the subject of any ongoing investigation by the SEC1934 Act are being prepared. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since Since January 1, 2018 through 2005, CVS and its Subsidiaries have established and maintained a system of internal controls sufficient to provide reasonable assurance regarding the date hereof was accompanied by reliability of CVS’s financial reporting and the certifications required to be filed or submitted by the Company’s principal executive officer and principal preparation of CVS financial officerstatements for external purposes in accordance with GAAP. CVS has disclosed, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time based on its most recent evaluation of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof. Neither , to CVS’s auditors and audit committee (x) any significant deficiencies and material weaknesses in the Company nor design or operation of internal controls which would reasonably be expected to adversely affect CVS’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (g) There are no outstanding loans or other extensions of credit made by CVS or any of its the CVS Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of CVS. CVS has outstanding (nor has arranged or modified not, since the enactment of the Xxxxxxxx-Xxxxx Act) , taken any “extensions of credit” (within the meaning of action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As Parent has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the date hereof0000 Xxx) all reports, the Company has Made Available schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 2012 (collectively, together with any exhibits and (iii) all of its schedules thereto and other Company information incorporated therein, the “Parent SEC Documents”). (b) Since January 1, 2018 through As of its filing date (or as of the date of any amendment filed prior to the date hereof), each Parent SEC Document complied, and each Parent SEC Document filed subsequent to the Company has timely filed date hereof will comply, as to form in all material respects with the SEC (subject to extensions pursuant to Exchange applicable requirements of the 1933 Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to 1934 Act and the Xxxxxxxx-Xxxxx Act. No Subsidiary of , as the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SECcase may be. (c) As of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing), each Company Parent SEC Document complied as filed or furnished pursuant to form in all material respects with the applicable requirements of the Securities Act1934 Act did not, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended each Parent SEC Document filed or superseded by a filing prior furnished subsequent to the date hereofhereof will not, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act contained contain any untrue statement of a material fact or omitted omit to state 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. No Company misleading in any material respect. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in any material respect. (e) The Company Parent has Made Available established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’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 1934 Act are being prepared. Such disclosure controls and procedures are reasonably effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent correct and complete copies its Subsidiaries have established and maintained a system of all comment letters received by internal controls over financial reporting (as defined in Rule 13a-15 under the Company from 0000 Xxx) sufficient to provide reasonable assurance regarding the SEC relating reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to Parent’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Parent has made available to the Company SEC Documents prior to the date hereof a summary of any such disclosure made by management to Parent’s auditors and audit committee since January 1, 20192012. (g) Neither Parent nor any of its Subsidiaries has extended or maintained credit, together with all written responses arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of Parent in violation of Section 402 of the Company thereto. Xxxxxxxx-Xxxxx Act. (h) Parent is in compliance, and has complied, in each case in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (i) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rules 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NASDAQ, and the statements contained in any such certifications are complete and correct. (j) Parent has delivered or made available to the Company, prior to the date hereof, copies of the documentation creating or governing all securitization transactions and other off-balance sheet arrangements (as defined in Item 303 of Regulation S-K of the SEC) that existed or were effected by the Parent or its Subsidiaries since January 1, 2012. (k) Since the date Parent Balance Sheet Date, there has been no transaction, or series of the Company’s annual report on Form 10-K for its fiscal year ended December 31similar transactions, 2019 and agreements, arrangements or understandings, nor is there any proposed transaction as of the date hereofof this Agreement, (i) there are no outstanding or unresolved comments received by series of similar transactions, agreements, arrangements or understandings to which the Company from the SEC or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 1B 404 of Form 10Regulation S-K promulgated under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements 1933 Act that has not been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms disclosed in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company Parent SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsDocuments.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available delivered or otherwise made available (including through the SEC’s XXXXX system) to Parent complete and correct copies of (i) the Company’s annual report reports on Form 10-K for its fiscal year years ended December 31, 20192008, 2007 and 2006, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended June 30 and Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of the stockholders of the Company since January 1December 31, 2018 2006 and (iiiiv) all of its other reports, statements, prospectuses, forms, schedules and registration statements and other documents required to be filed with the SEC since December 31, 2008 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) Since January 1, 2018 through As of its filing date (and as of the date hereofof any amendment), each Company SEC Document complied, and each Company SEC Document filed subsequent to the Company has timely filed date hereof will comply, as to form in all material respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any report1933 Act and the 1934 Act, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior filed pursuant to the date hereof1934 Act did not, on the date of such filing), no and each Company SEC Document filed pursuant subsequent to the Exchange Act contained date hereof will not, contain any untrue statement of a material fact or omitted omit to state 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. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies each of its officers are in compliance in all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied material respects with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. (f) Since February 8, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available filed with or furnished to Parent complete the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all reports, forms and correct copies of (i) documents required to be filed or furnished, as the Company’s annual report on Form 10-K for its fiscal year ended December 31case may be, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of by the Company since January 1, 2018 and 2016 (iii) all of its other collectively, the “Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K”), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofsupplemented, on as of the date of the most recent amendment or supplement and giving effect to such filingamendment or supplement), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act Act, and all other Applicable Law. (d) As any rules and regulations promulgated thereunder, as the case may be, and none of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act Documents contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (eb) The Company has Made Available established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 under the Exchange Act) in compliance in all material respects with Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC ensure that would be material information required to be disclosed under Item 1B of Form 10-K by the Company in the reports that it files or furnishes under the Exchange ActAct is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and (ii) that all such material information is accumulated and communicated to the Knowledge 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 Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since Xxxxxxxx-Xxxxx Act. Since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by 2016, the Company’s principal executive officer and its principal financial officer, as applicable, pursuant officer have disclosed to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true Company’s auditors and accurate audit committee (i) any significant deficiencies and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms material weaknesses in the Xxxxxxxx-Xxxxx Act. Neither design or operation of internal control over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal control over financial reporting and (iii) any material claim or allegation regarding any of the foregoing (any such disclosures, the “Company Internal Controls Disclosures”). The Company has made available to Parent copies of any current executive officer norCompany Internal Controls Disclosures. Since January 1, 2016, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither neither the Company nor any of its Subsidiaries nor the Company’s independent auditor has outstanding (nor has arranged received any material written complaint, allegation, assertion or modified since claim regarding the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors accounting or executive officers (as defined in Rule 3b-7 under the Exchange Act) auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsor their respective internal accounting controls.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of The Company has filed all reports, schedules, forms, statements and other documents, and amendments thereto (including exhibits and other information required to be incorporated therein) with the date hereof, SEC required to be filed by the Company since January 1, 2006. The Company has Made Available made available to Parent complete and correct copies of or filed with the SEC (i) the Company’s annual report reports on Form 10-K for its fiscal year ended December 31, 20192005, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2006, June 30, 2006 and September 30, 2006, (iii) its proxy or information statements relating to meetings of of, or actions taken without a meeting by, the stockholders shareholders of the Company held since January 1December 31, 2018 2005, and (iiiiv) all of its other reports, statements, schedules and registration statements and amendments thereto filed with the SEC since December 31, 2005 (the documents referred to in this Section 4.07(a), collectively, the “Company SEC Documents”). (b) Since January 1As of its filing date, 2018 through each Company SEC Document complied, and each such Company SEC Document filed subsequent to the date hereofhereof will comply, the Company has timely filed as to form in all material respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any report1933 Act and the 1934 Act, statement, schedule, exhibit, form, certificate or other document with the SECas applicable. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior filed pursuant to the date hereof1934 Act did not, on the date of and each such filing), no Company SEC Document filed pursuant subsequent to the Exchange Act contained date hereof will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies no knowledge of all comment letters received any pending investigation of the Company by the Company from the SEC relating to staff or any currently unresolved comment on the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received made by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SECstaff. (f) Each required form, report and document containing financial statements that has been filed with or furnished to of the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer of the Company and the principal financial officerofficer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable, pursuant to ) has made all certifications required by Rule 13a-14 or 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act andof 2002 (“SOX”) with respect to the Company SEC Documents, at and the time of filing or submission of each statements contained in such certification, such certification was certifications are true and accurate and complied with the Xxxxxxxx-Xxxxx Actaccurate. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. (g) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Xxxxxxxx-Xxxxx 1934 Act). Neither Such disclosure controls and procedures are effective to provide reasonable assurance that material information relating to the Company, any current including its consolidated Subsidiaries, is made known to the Company’s principal executive officer norand its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Company’s knowledge, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Knowledge Company’s periodic reports required under the 1934 Act. (h) The Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“internal controls”). Such internal controls are effective to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, any former executive officer based on its most recent evaluation of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof, to the Company’s auditors and audit committee (x) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Neither The Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2006. (i) None of the Subsidiaries of the Company nor are, or have at any of its Subsidiaries has outstanding (nor has arranged or modified time since January 1, 2004 been, subject to the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning reporting requirements of Section 402 of the Xxxxxxxx-Xxxxx Act13(a) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act15(d) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects1934 Act.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof2017, the Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kreport, 10-Q and 10-K), statement (including proxy statement), schedule, exhibitform, form certification or other document (including exhibits and all other information incorporated therein) or filing required by Applicable Law to be filed with or furnished by the Company at or prior to the time so requiredSEC (the documents referred to in this Section 4.08(a), including as they may have been supplemented, modified or amended since the initial filing date and together with all certificates required pursuant to exhibits thereto and information incorporated by reference therein, the Xxxxxxxx-Xxxxx Act“Company SEC Documents”). No Company Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate registration statement, proxy statement, certification or other document with with, or make any other filing with, or furnish any other material to, the SEC. (cb) As of its filing date (or, if amended amended, supplemented, modified or superseded by a filing prior to the date hereofof this Agreement, on the date of such filing), each Company SEC Document complied as complied, and each such Company SEC Document filed subsequent to form the date of this Agreement and prior to the Effective Time will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Lawthe rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents. (dc) As of its filing date (or, if amended amended, supplemented, modified or superseded by a another filing prior to the date hereofof this Agreement, on the date of such filing), no each Company SEC Document filed pursuant on or prior to the Exchange Act contained date hereof did not, and, subject to the accuracy of the representations and warranties set forth in Section 5.07, each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time will not, contain any untrue statement of a material fact or omitted omit to state 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. No Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement statement, amendment or amendment supplement became effective, contained did not, and each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time, as of the date such registration statement, amendment or supplement becomes effective, will not, contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (ed) The Company has Made Available to Parent correct and complete copies As of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereofthis Agreement, (i) there are no outstanding or unresolved comments in comment letters received by the Company from the SEC that would be required with respect to be disclosed under Item 1B of Form 10-K under the Exchange Act, Company SEC Documents and (ii) to the Knowledge of the Company’s Knowledge, none of the Company SEC Documents is the subject of any ongoing investigation review by the SEC. (e) Neither the Company nor any of the Company 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 Acquired Companies, 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 under the Exchange Act)). (f) Each required form, With respect to each annual report on Form 10-K and document containing financial statements that has been filed with each quarterly report on Form 10-Q (and any amendments to such Form 10-K or furnished to the SEC by 10-Q) included in the Company since January 1SEC Documents, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal chief executive officer and principal chief financial officer, as applicable, pursuant to officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act and, at and any related rules and regulations promulgated by the time SEC (including certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes ), and (A) the statements contained in any such certifications were complete and correct and (B) such certifications complied with the applicable provisions of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act, in each case, in all material respects as of their respective dates. Neither the Company, any current executive officer nor, to the Knowledge As of the Companydate of this Agreement, any former executive officer of the Company, Company has not received written notice from any Governmental Authority the SEC challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereofof this Agreement. Neither the The Company nor any is in compliance in all material respects with all current listing and corporate governance requirements of its Subsidiaries has outstanding (nor has arranged or modified since the enactment Nasdaq and is in compliance in all material respects with all applicable provisions, rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As The Company timely has filed with or furnished to the SEC, and made available to Parent (to the extent that full, complete and unredacted copies have not been published on the SEC’s XXXXX site), all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by the Company (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”). The Company has made available to Parent true and complete copies of all comment letters from the staff of the date hereof, SEC relating to the Company has Made Available to Parent complete SEC Documents containing unresolved comments and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders all written responses of the Company since January 1thereto and, 2018 and (iii) all except as set forth therein, to the knowledge of its other the Company, no Company SEC DocumentsDocument is the subject of ongoing SEC review, comment or investigation and there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Document. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as (and each Company SEC Document filed subsequent to form the date hereof will comply) in all material respects with the applicable requirements of NASDAQ, the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act Act, as the case may be, and all other Applicable Law. did not (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no and each Company SEC Document filed pursuant subsequent to the Exchange Act contained date hereof will not) contain any untrue statement of a material fact or omitted omit to state 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. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (ec) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 Subsidiaries have established and maintained disclosure controls and procedures (as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K defined in Rule 13a-15 under the Exchange Act, ). Such disclosure controls and (ii) procedures are designed to the Knowledge of ensure that material information relating to the Company, none of the Company SEC Documents including its consolidated Subsidiaries, is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished made known to the SEC Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the Company since January 1, 2018 through periods in which the date hereof was accompanied by periodic reports required under the certifications required to be filed or submitted by Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer, as applicable, pursuant officer to material information required to be included in the Xxxxxxxx-Xxxxx Act and, at Company’s periodic and current reports required under the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Exchange Act. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither . (d) The Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Company, any current executive officer nor, Exchange Act) sufficient to provide reasonable assurance regarding the Knowledge reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, any former executive officer based on its most recent evaluation of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof. Neither , to the Company nor any of its Subsidiaries has outstanding Company’s auditors and audit committee (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Acti) any “extensions significant deficiencies and material weaknesses in the design or operation of credit” internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Actii) to directors any fraud, whether or executive officers (as defined not material, that involves management or other employees who have a significant role in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiariesinternal controls. The Company is otherwise in compliance with all applicable provisions has made available to Parent prior to the date of this Agreement a summary of any such disclosure made by management to the Xxxxxxxx-Xxxxx Act Company’s auditors and audit committee since January 1, 2015 through the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsdate hereof.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As Strongbridge has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Strongbridge since January 1, 2016 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Strongbridge SEC Documents”). To Strongbridge’s knowledge, as of the date hereof, no Strongbridge SEC Document is the Company has Made Available to Parent complete and correct copies subject of (i) ongoing review, comment or investigation by the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC DocumentsSEC. (b) Since January 1As of its filing date (or, 2018 through if amended or superseded by a filing prior to the date hereof, on the Company has timely date of such filing), each Strongbridge SEC Document complied, and each Strongbridge SEC Document (other than any Strongbridge Disclosure Letter) filed subsequent to the date hereof will comply in all material respects with the SEC (subject to extensions pursuant to applicable requirements of Nasdaq, the Securities Act, the Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of , as the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company Strongbridge SEC Document filed pursuant to the Exchange Act contained did not, and each Strongbridge SEC Document (other than any Strongbridge Disclosure Letter) filed pursuant to the Exchange Act subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company . (d) Each Strongbridge SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading. (e) The Company has Made Available to Parent correct Strongbridge and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 Subsidiaries have established and maintain disclosure controls and procedures (as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Strongbridge, including its consolidated Subsidiaries, is made known to Strongbridge’s principal executive officer and (ii) to its principal financial officer by others within those entities, particularly during the Knowledge of periods in which the Company, none of periodic reports required under the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report Exchange Act are being prepared. Such disclosure controls and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Companyprocedures are effective in timely alerting Strongbridge’s principal executive officer and principal financial officer, as applicable, pursuant officer to material information required to be included in Strongbridge’s periodic and current reports required under the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Exchange Act. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (f) Since January 1, 2016, Strongbridge and its Subsidiaries have 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 Strongbridge’s financial reporting and the preparation of Strongbridge financial statements for external purposes in accordance with GAAP. Neither the CompanyStrongbridge has disclosed, any current executive officer nor, to the Knowledge based on its most recent evaluation of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof, to Strongbridge’s auditors and audit committee (A) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Strongbridge’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Neither Strongbridge has made available to Novo Nordisk prior to the Company nor date of this Agreement copies of any such disclosure made by management to Strongbridge’s auditors and audit committee since January 1, 2016. (g) There are no outstanding loans or other extensions of credit made by Strongbridge or any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) to any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers officer (as defined in Rule 3b-7 under the Exchange Act) or director of Strongbridge. Strongbridge has not, since the enactment of the Company or Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of its Subsidiaries. The Company is otherwise the Xxxxxxxx-Xxxxx Act. (h) Since January 1, 2016, Strongbridge has complied in compliance all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq and all applicable provisions rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act. (i) Each of the principal executive officer and principal financial officer of Strongbridge (or each former principal executive officer and principal financial officer of Strongbridge, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the applicable listing SEC and corporate governance rules of Nasdaq, and the statements contained in each case any such certifications are true and complete. (j) Strongbridge has made available to Novo Nordisk copies of the documentation creating or governing, all securitization transactions and other off-balance sheet arrangements (as defined in all material respectsItem 303 of Regulation S-K of the SEC) that existed or were effected by Strongbridge or its Subsidiaries since January 1, 2016. (k) Since January 1, 2016, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which Strongbridge or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company Caremark has Made Available made available to Parent complete and correct copies of CVS (i) the CompanyCaremark’s annual report reports on Form 10-K for its fiscal year years ended December 31, 20192005 and 2004, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2006 and June 30, 2006, (iii) its proxy or information statements relating to meetings of of, or actions taken without a meeting by, the stockholders of the Company Caremark held since January 1December 31, 2018 2005, and (iiiiv) all of its other Company reports, statements, schedules and registration statements filed with the SEC since December 31, 2005 (the documents referred to in this Section 4.07(a), collectively, the “Caremark SEC Documents”). For purposes of this Agreement, a document will be deemed made available if it is accessible on-line through the SEC’s XXXXX system as of the date hereof. (b) Since January 1, 2018 through As of its filing date (and as of the date hereofof any amendment), each Caremark SEC Document complied, and each such Caremark SEC Document filed subsequent to the Company has timely filed date hereof will comply, as to form in all material respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any report1933 Act and the 1934 Act, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company Caremark SEC Document filed pursuant to the Exchange 1934 Act contained did not, and each such Caremark SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company . (d) Each Caremark SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company Caremark has Made Available to Parent correct established and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 maintains disclosure controls and procedures (as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Caremark, including its consolidated Subsidiaries, is made known to Caremark’s principal executive officer and (ii) to its principal financial officer by others within those entities, particularly during the Knowledge of periods in which the Company, none of periodic reports required under the Company SEC Documents is the subject of any ongoing investigation by the SEC1934 Act are being prepared. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since Since January 1, 2018 through 2005, Caremark and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 and Rule 15(d)-15(f) under the date hereof was accompanied by 1934 Act) (“internal controls”) sufficient to provide reasonable assurance regarding the certifications required to be filed or submitted by reliability of Caremark’s financial reporting and the Company’s principal executive officer and principal preparation of Caremark financial officerstatements for external purposes in accordance with GAAP. Caremark has disclosed, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time based on its most recent evaluation of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof. Neither , to Caremark’s auditors and audit committee (x) any significant deficiencies and material weaknesses in the Company nor design or operation of internal controls which would reasonably be expected to adversely affect Caremark’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (g) There are no outstanding loans or other extensions of credit made by Caremark or any of its the Caremark Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of Caremark. Caremark has outstanding (nor has arranged or modified not, since the enactment of the Xxxxxxxx-Xxxxx Act) , taken any “extensions of credit” (within the meaning of action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof2017, the Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kreport, 10-Q and 10-K), statement (including proxy statement), schedule, exhibitform, form registration statement, proxy statement, certification or other document (including exhibits and all other information incorporated therein) or filing required by Applicable applicable Law to be filed with or furnished by the Company at or prior to the time so requiredSEC (the documents referred to in this Section 4.08(a), including as they may have been supplemented, modified or amended since the initial filing date and together with all certificates required pursuant to exhibits thereto and information incorporated by reference therein, the Xxxxxxxx-Xxxxx Act“Company SEC Documents”). No Company Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate registration statement, proxy statement, certification or other document with with, or make any other filing with, or furnish any other material to, the SEC. (cb) As of its filing date (or, if amended amended, supplemented, modified or superseded by a filing prior to the date hereofof this Agreement, on the date of such filing), each Company SEC Document complied as complied, and each such Company SEC Document filed subsequent to form the date of this Agreement and prior to the Effective Time will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and SOX and the Xxxxxxxx-Xxxxx Act rules and all other Applicable Lawregulations of the SEC promulgated thereunder applicable to those Company SEC Documents. (dc) As of its filing date (or, if amended amended, supplemented, modified or superseded by a another filing prior to the date hereofof this Agreement, on the date of such filing), no each Company SEC Document filed pursuant on or prior to the Exchange Act contained date hereof did not, and each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time will not, contain any untrue statement of a material fact or omitted omit to state 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. No Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement statement, amendment or amendment supplement became effective, contained did not, and each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time, as of the date such registration statement, amendment or supplement becomes effective, will not, contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (ed) The Company has Made Available to provided (including by making available on XXXXX) Parent correct and complete with copies of all comment letters received by the Company from the SEC since January 1, 2017 relating to the Company SEC Documents since January 1, 2019Documents, together with all written responses of the Company thereto. Since As of the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereofthis Agreement, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company’s Knowledge, none of the Company SEC Documents is the subject of any ongoing investigation review by the SEC. (fe) Each required form, With respect to each annual report on Form 10-K and document containing financial statements that has been filed with each quarterly report on Form 10-Q (and any amendments to such Form 10-K or furnished to the SEC by 10-Q) included in the Company since January 1SEC Documents, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal chief executive officer and principal chief financial officerofficer of the Company have made all certifications required by SOX and any related rules and regulations promulgated by the SEC, as applicable, pursuant to and (A) the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each statements contained in any such certification, certifications were complete and correct and (B) such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Actapplicable provisions of SOX, in each case in all material respects as of their respective dates. For purposes As of the date of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, Company has not received written notice from any Governmental Authority the SEC challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiariesthis Agreement. The Company is otherwise in compliance in all material respects with all applicable provisions requirements of the Xxxxxxxx-Xxxxx Act OTC Markets and the applicable listing and corporate governance rules of Nasdaq, is in each case compliance in all material respectsrespects with all applicable provisions, rules, regulations and requirements of SOX.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the The Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kall reports, 10-Q schedules, forms, statements, prospectuses, registration statements and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing documents required by Applicable Law to be filed or furnished by the Company at or prior to since January 1, 2016 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein in accordance with applicable SEC regulations, the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act“Company SEC Documents”). No other Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate statement, prospectus, registration statement or other document with the SEC. (cb) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on and as of the date of such filingany amendment), each Company SEC Document complied complied, and each Company SEC Document filed subsequent to the date of this Agreement and prior to the earlier of the Closing Date and the termination of this Agreement will comply, on its face as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable LawAct, as the case may be. (dc) As of its their respective filing date dates (or, if amended or superseded by a filing prior to the date hereof, on and as of the date of such filingany amendment), no the Company SEC Document Documents filed pursuant to the Exchange Act contained did not, and the Company SEC Documents filed subsequent to the date of this Agreement and prior to the earlier of the Closing Date and the termination of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions from any such document based upon information provided by Parent. (d) As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to the Company SEC Documents. No To the Company’s knowledge, as of the date of this Agreement, none of the Company SEC Documents are the subject of any ongoing SEC review or investigation. (e) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained did not, and any Company SEC Document that is a registration statement filed subsequent to the date of this Agreement and prior to the earlier of the Closing Date and the termination of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available ; provided, however, that the foregoing does not apply to Parent correct and complete copies of all comment letters received statements in or omissions from any such document based upon information provided by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SECParent. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since Since January 1, 2018 through 2013, the date hereof was accompanied Company has complied in all material respects with (i) all applicable current listing and corporate governance rules and regulations of the NASDAQ and (ii) all applicable rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act. (g) The Company has established and maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the certifications Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, required to be filed or submitted by included in the Company’s periodic and current reports required under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officerofficer by others within those entities, as applicable, pursuant to particularly during the Xxxxxxxx-Xxxxx periods in which the periodic reports required under the Exchange Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Actare being prepared. For the purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither . (h) Since January 1, 2013, the Company, any current under the supervision of its principal executive officer norand principal financial officer, has established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act) (“internal controls”). Such internal controls are reasonably designed to provide reasonable assurance regarding the Knowledge reliability of the Company, any former executive officer ’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner based on its most recent evaluation of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof. Neither of this Agreement, to the Company’s auditors and audit committee of the Company nor Board (i) all “significant deficiencies” and “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of internal controls which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent prior to the date of its Subsidiaries has outstanding (nor has arranged or modified since this Agreement a summary of any such disclosure made by management to the enactment Company’s auditors and audit committee of the Xxxxxxxx-Xxxxx ActCompany Board since January 1, 2013. (i) any “There are no outstanding loans or other extensions of credit” , including in the form of a personal loan (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act), made by the Company to any Executive Officer or director of the Company. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Xxxxxxx 000 xx xxx Xxxxxxxx-Xxxxx Xxx. (j) to directors Since January 1, 2013, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officers (officer and principal financial officer of the Company, as defined in applicable) have made all applicable certifications required by Rule 3b-7 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications were, when made, complete and correct. (k) Since January 1, 2013, no Executive Officer or director of the Company has received from any former or current auditor, accountant, consultant or representative of the Company or any Governmental Authority, written notice of any material complaint or allegation, whether written or oral, that the Company has engaged in material improper accounting practices. No attorney representing the Company has reported to the current Company Board or any committee thereof or to any current director or Executive Officer of the Company evidence of a material violation of U.S. or other securities laws or material breach of fiduciary duty by the Company or any of its Subsidiaries. The officers or directors. (l) To the Company’s knowledge, no employee of the Company is providing, or since January 1, 2013 has provided, information to any law enforcement agency regarding any conduct which the employee reasonably believes constitutes a violation of, nor filed, caused to be filed, testified, participated in, or otherwise assisted in compliance with all applicable provisions a Proceeding relating to an alleged material violation of, chapter 63 of title 18, U.S. Code, sections 1341, 1343, 1344, or 1348, any rule or regulation of the SEC, or any provision of Federal law relating to fraud against shareholders as described in Section 806 of the Xxxxxxxx-Xxxxx Act and by the applicable listing and corporate governance rules Company. (m) Except for such items that are of Nasdaqthe type to be set forth in the notes to the consolidated financial statements of the Company, the Company is not a party to any off-balance sheet contract or other “off-balance sheet arrangements” (as defined in each case Item 303(a)(4)(ii) of Regulation S-K of the SEC), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in all material respectsthe Company SEC Documents.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereofof this Agreement, the Company Matrix has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with or furnished to the SEC (subject to including following any extensions pursuant to of time for filing provided by Rule 12b-25 promulgated under the Exchange Act Rule 12b-25Act) each report (including each report on Forms 8-Kall reports, 10-Q forms and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing documents required by Applicable Law to be filed or furnished, as the case may be, by the Company at or prior Matrix from July 1, 2019 to the time so requireddate of this Agreement (collectively, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act“Matrix SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing supplemented prior to the date hereofof this Agreement, on as of the date of the most recent amendment or supplement and giving effect to such filingamendment or supplement), each Company Matrix SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act Act, and all other Applicable Law. (d) As any rules and regulations promulgated thereunder, as the case may be, and none of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company Matrix SEC Document filed pursuant to the Exchange Act Documents contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (eb) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Company since January 1Exchange Act) all reports, 2018 through the date hereof was accompanied by the certifications forms and documents required to be filed or submitted furnished, as the case may be, by the Company’s principal executive officer Company (collectively, and principal financial officertogether with the Registration Statement on Form 10 of the Company filed with or furnished to the SEC (including any versions of such Registration Statement provided to the SEC in draft form), the “Company SEC Documents”). As of its filing or submission date, as applicable (or, if amended or supplemented, as of the date of the most recent amendment or supplement and giving effect to such amendment or supplement), each Company SEC Document complied or will have complied, as applicable, pursuant to in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act andAct, at and any rules and regulations promulgated thereunder, as the time case may be, and none of filing the Company SEC Documents contained or submission will contain, as applicable, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Matrix and each such certification, such certification was true and accurate and complied of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” Matrix has established and “principal maintains disclosure controls and procedures and internal control over financial officer” shall have the meanings given to reporting (as such terms are defined in Rule 13a-15 under the Exchange Act) in compliance in all material respects with Rule 13a-15 under the Exchange Act and sufficient to provide reasonable assurances regarding the reliability of financial reporting for Matrix and its Subsidiaries for external purposes in accordance with GAAP. Such disclosure controls and procedures are reasonably designed to ensure that material information required to be disclosed by Matrix 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 Matrix’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. Neither the CompanySince July 1, any current 2019, Matrix’s principal executive officer and its principal financial officer have disclosed to Matrix’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees of Matrix or any of its Subsidiaries who have a significant role in Matrix’s internal control over financial reporting and (iii) any material claim or allegation regarding any of the foregoing (any such disclosures, the “Matrix Internal Controls Disclosures”). Matrix has made available to Parent copies of any Matrix Internal Controls Disclosures. Since July 1, 2019, neither Matrix nor any of its Subsidiaries nor, to the Knowledge of the Company, any former executive officer of the Company, Matrix’s independent auditor (i) has received any material written notice from complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Matrix or its Subsidiaries, or their respective internal accounting controls, or (ii) has identified or been made aware of: (1) any Governmental Authority challenging significant deficiencies or questioning material weaknesses in the accuracydesign or operation of internal control over financial reporting which would adversely affect Matrix’s ability to record, completenessprocess, form summarize and report financial data or manner (2) any fraud that involves management or other employees of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor Matrix or any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined who have a significant role in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsMatrix’s internal control over financial reporting.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company Journal has Made Available delivered or made available to Parent complete and correct copies of Scripps (i) the Company’s its annual report reports on Form 10-K for its fiscal year the years ended December 3125, 20192011, December 30, 2012 and December 29, 2013, (ii) its quarterly report on Form 10-Q for the quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of of, or actions taken without a meeting by, the stockholders of the Company Journal Shareholders held since January 1December 29, 2018 2013, and (iiiiv) all of its other Company reports, statements, schedules and registration statements filed with the SEC since December 29, 2013 (the documents referred to in this Section 8.07(a), collectively, the “Journal SEC Documents”). (b) Since January 1As of its filing date, 2018 through each Journal SEC Document complied, and each such Journal SEC Document filed subsequent to the date hereofhereof will comply, the Company has timely filed as to form in all material respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any reportSecurities Act and the Exchange Act, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company Journal SEC Document filed pursuant to the Exchange Act contained did not, and each such Journal SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company . (d) Each Journal SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company Journal has Made Available to Parent correct established and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 maintains disclosure controls and procedures (as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Journal, including its consolidated Subsidiaries, is made known to Journal’s principal executive officer and (ii) to its principal financial officer by others within those entities, particularly during the Knowledge of periods in which the Company, none of periodic reports required under the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report Exchange Act are being prepared. Such disclosure controls and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Companyprocedures are effective in timely alerting Journal’s principal executive officer and principal financial officerofficer to material information required to be included in Journal’s periodic reports required under the Exchange Act. (f) Journal and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Journal’s financial reporting and the preparation of Journal’s financial statements for external purposes in accordance with GAAP. Journal has disclosed, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time based on its most recent evaluation of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereof, to Journal’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect its ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Neither the Company nor Journal has made available to Scripps a summary of any such disclosure made by management to its auditors and audit committee since December 31, 2010. (g) There are no outstanding loans or other extensions of credit made by Journal or any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) to any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers officer (as defined in Rule 3b-7 under the Exchange Act) or director of Journal. Journal has not, since the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions enactment of the Xxxxxxxx-Xxxxx Act Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) The financial statements included in the Journal SEC Documents fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), the consolidated financial position of Journal and its Subsidiaries as of the dates specified therein and the applicable listing consolidated results of operations and corporate governance rules cash flows of Nasdaq, Journal and its Subsidiaries for the periods specified therein (subject to normal and immaterial year-end adjustments in each the case in all material respectsof unaudited financial statements).

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the The Company has Made Available filed with or furnished to Parent complete the SEC all reports, schedules, forms, statements, prospectuses, registration statements and correct copies of (i) other documents required to be filed or furnished, as the Company’s annual report on Form 10-K for its fiscal year ended December 31case may be, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of by the Company since January 1, 2018 2013 (collectively, together with any exhibits and (iii) all of its schedules thereto and other information incorporated therein, the “Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K”), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed prior to the date hereof, on the date of such filingthis Agreement), each Company SEC Document complied as complied, and each Company SEC Document filed or furnished subsequent to form the date of this Agreement will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act of 2002, as amended (together with the rules and all other Applicable Law. (d) regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”), as the case may be. As of its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed prior to the date hereof, on the date of such filingthis Agreement), no each Company SEC Document filed or furnished pursuant to the Exchange Act contained did not contain any untrue statement of a material fact or omitted omit to state 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 misleadingmisleading in any material respect. No Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained and as of the date of such supplement, did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies misleading in any material respect. None of all comment letters received by the Company from the SEC relating to the Company SEC Documents Company’s Subsidiaries is, or at any time since January 1, 20192013 has been, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Actfile any forms, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by reports or other documents with the SEC. (fb) Each required form, report The Company has established and document containing maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information (both financial statements that has been filed with or furnished and non-financial) relating to the SEC by the Company since January 1Company, 2018 through the date hereof was accompanied by the certifications required including its consolidated Subsidiaries, is made known to be filed or submitted by the Company’s principal executive officer and its principal financial officerofficer by others within those entities, as applicable, pursuant to particularly during the Xxxxxxxx-Xxxxx periods in which the periodic reports required under the Exchange Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Actare being prepared. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (c) Except as set forth on Section 4.07(c) of the Company Disclosure Letter, the Company and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) (“internal controls”). Neither Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, any current executive officer norbased on its most recent evaluation of internal controls prior to the date of this Agreement, to the Knowledge Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. The Company has disclosed to Parent prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors or audit committee since January 1, 2013 and prior to the date of this Agreement. (d) There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Documents. None of the Company SEC Documents is, to the knowledge of the Company, any former executive officer the subject of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company ongoing SEC Documents filed prior to the date hereof. review. (e) Neither the Company nor any of its Subsidiaries has outstanding (nor has extended or maintained credit, arranged or modified since for the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions extension of credit” (within , or renewed an extension of credit, in the meaning form of Section 402 of the Xxxxxxxx-Xxxxx Act) a personal loan to directors or for any executive officers officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. (f) Each of the principal executive officer and principal financial officer of the Company (or any each former principal executive officer and principal financial officer of its Subsidiaries. The Company is otherwise in compliance with the Company, as applicable) have made all applicable provisions certifications required by Rules 13a-14 and 15d-14 under the Securities Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the applicable listing SEC and corporate governance rules the NYSE. (g) Neither the Company nor any of Nasdaqits Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one 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 SEC), in each case where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in all material respectsthe Company’s financial statements or other Company SEC Documents. (h) Since the Company Balance Sheet Date, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act that has not been disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 10, 2015 or other Company SEC Documents filed prior to the date of this Agreement.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of The Company has filed with or furnished to the date hereofSEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended since December 31, 20192003 (collectively, (ii) its proxy or together with any exhibits and schedules thereto and other information statements relating to meetings of incorporated therein, the stockholders of the Company since January 1, 2018 and (iii) all of its other “Company SEC Documents”). (b) Since January 1As of its filing date, 2018 through each Company SEC Document complied, and each such Company SEC Document filed subsequent to the date hereofof this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange 1934 Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of Act and the Company is required to file or furnish any reportrules and regulations promulgated thereunder, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such subsequent filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior filed pursuant to the date hereof1934 Act did not, on the date of and each such filing), no Company SEC Document filed pursuant subsequent to the Exchange Act contained date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No . (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct is in compliance with, and complete copies of have complied, in each case in all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together material respects with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from applicable provisions of the SEC that would be required to be disclosed under Item 1B of Form 10Xxxxxxxx-K under the Exchange Act, Xxxxx Act and (ii) to the Knowledge applicable listing and corporate governance rules and regulations of the Company, none of New York Stock Exchange (the Company SEC Documents is the subject of any ongoing investigation by the SEC“NYSE”). (f) Each required form, report The Company has established and document containing financial statements maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that has been filed with or furnished material information relating to the SEC Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the Company since January 1, 2018 through periods in which the date hereof was accompanied by periodic reports required under the certifications required to be filed or submitted by 1934 Act are being prepared. Such disclosure controls and procedures are effective in alerting in a timely manner the Company’s principal executive officer and principal financial officerofficer to material information required to be included in the Company’s periodic and current reports required under the 0000 Xxx. (g) The Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“internal controls”). Such internal controls are designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to the Company’s auditors and audit committee (x) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since December 31, 2003. (h) There are no outstanding loans or other extensions of credit in the form of a personal loan (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of the Company. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (i) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable, pursuant to ) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act andand any related rules and regulations promulgated by the SEC and the NYSE, at and the time of filing or submission of each statements contained in any such certification, such certification was true certifications are complete and accurate and complied with the Xxxxxxxx-Xxxxx Actcorrect. For purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge . (j) Section 4.07(j) of the CompanyCompany Disclosure Schedule describes, any former executive officer and the Company has delivered to Parent copies of the Companydocumentation creating or governing, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxxall securitization transactions and other off-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers balance sheet arrangements (as defined in Rule 3b-7 under Item 303 of Regulation S-K of the Exchange ActSEC) that existed or were effected by the Company or its Subsidiaries since December 31, 2003. (k) Since December 31, 2003, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor are there any proposed transactions as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries. The Company Subsidiaries was or is otherwise in compliance with all applicable provisions to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects1933 Act.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof2012, the Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kreport, 10-Q and 10-K)statement, statement (including proxy registration statement), schedule, exhibit, form or other document or filing required by Applicable Law to be so filed or furnished by the Company at or prior to the time so requiredrequired (the reports, statements, registration statements, schedules, forms and other documents or filings filed with or furnished to the SEC since January 1, 2012, including all certificates required pursuant to any amendments or supplements thereto and information explicitly incorporated by reference therein, the Xxxxxxxx-Xxxxx Act“Company SEC Documents”). No Company Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate form or other document with, or make any filing of any sort with, or furnish any material to, the SEC. (b) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Company SEC Document complied, and each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time will comply, in all material respects, with the SECapplicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (dthat is not a registration statement or amendment thereto) As of its filing date (or, if amended filed on or superseded by a filing prior to the date hereofhereof did not, on and subject to the date accuracy of the representations and warranties set forth in Section 5.07, each such filing), no Company SEC Document filed pursuant subsequent to the Exchange Act contained date of this Agreement and prior to the Effective Time will not, contain any untrue statement of a material fact or omitted omit to state 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. No Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained did not, and each such Company SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time will not, contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (ed) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC since January 1, 2012 to the date of this Agreement relating to the Company SEC Documents since January 1, 2019Documents, together with all written responses of the Company thereto. Since As of the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31this Agreement, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under SEC. To the Exchange ActCompany’s Knowledge, and (ii) to the Knowledge as of the Companydate hereof, none of the Company SEC Documents is the subject of any ongoing investigation review by the SEC. (fe) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its the Company Subsidiaries is a party to, or has outstanding any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (nor has arranged including any Contract or modified since arrangement relating to any transaction or relationship between or among the enactment Company and any of the Xxxxxxxx-Xxxxx Act) Company 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 “extensions of creditoff balance sheet arrangements” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 Item 303(a) of Regulation S-K under the Exchange Act) )), the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or any of its Subsidiaries. The the Company is otherwise Subsidiaries in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and Company’s or such Subsidiary’s published financial statements or the applicable listing and corporate governance rules of Nasdaq, in each case in all material respectsCompany SEC Documents.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-Kall reports, 10-Q schedules, forms, statements, prospectuses, registration statements and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing documents required by Applicable Law to be filed or furnished by Parent since January 1, 2016 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein in accordance with applicable SEC regulations, the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act“Parent SEC Documents”). No other Subsidiary of the Company Parent is required to file or furnish any report, statement, schedule, exhibit, form, certificate statement, prospectus, registration statement or other document with the SEC. (cb) As of its filing date (orand as of the date of any amendment), if amended or superseded by a filing prior each Parent SEC Document complied, and each Parent SEC Document filed subsequent to the date hereofof this Agreement will comply, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and Act, the Xxxxxxxx-Xxxxx Act and all other Applicable Law, as the case may be. (dc) As of its their respective filing date dates (or, if amended or superseded by a filing prior to the date hereof, on and as of the date of such filingany amendment), no Company the Parent SEC Document Documents filed pursuant to the Exchange Act contained did not, and the Parent SEC Documents filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to the Parent SEC Documents. No Company To Parent’s knowledge, as of the date of this Agreement, none of the Parent SEC Documents are the subject of any ongoing SEC review or investigation. (e) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained did not, and any Parent SEC Document that is a registration statement filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (ef) The Company Parent has Made Available to Parent correct and complete copies of complied in all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together material respects with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding all current listing and corporate governance rules and regulations of the NYSE and (ii) all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act. (g) Parent has established and maintains disclosure controls and procedures required by Rule 13a-15(e) or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K 15d-15(e) under the Exchange Act. Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and (ii) to its principal financial officer by others within such entities, particularly during the Knowledge of periods in which the Company, none of periodic reports required under the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report Exchange Act are prepared. Such disclosure controls and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Companyprocedures are effective in timely alerting Parent’s principal executive officer and principal financial officer, as applicable, pursuant officer to material information required to be included in Parent’s periodic and current reports required under the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Exchange Act. For the purposes of this Section 4.07Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither . (h) Since January 1, 2013, Parent, under the Company, any current supervision of its principal executive officer nor, to the Knowledge of the Company, any former executive officer of the Companyand principal financial officer, has received written notice from any Governmental Authority challenging or questioning established and maintained internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the accuracyreliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, completeness, form or manner based on its most recent evaluation of filing of such certifications made with respect to the Company SEC Documents filed internal controls prior to the date hereofof this Agreement, to Parent’s auditors and audit committee of the Parent Board (i) all “significant deficiencies” and “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of internal controls which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Neither Parent has made available to the Company nor prior to the date of this Agreement a summary of any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment such disclosure made by management to Parent’s auditors and audit committee of the Xxxxxxxx-Xxxxx ActParent Board since January 1, 2016. (i) any “There are no outstanding loans or other extensions of credit” , including in the form of a personal loan (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act), made by Parent to any Executive Officer or director of Parent. Parent has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Xxxxxxx 000 xx xxx Xxxxxxxx-Xxxxx Xxx. (j) to directors Since January 1, 2013, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officers (officer and principal financial officer of Parent, as defined in applicable) have made all certifications required by Rule 3b-7 13a-14 and 15d-14 under the Exchange Act) Act and Sections 302 and 906 of the Company Xxxxxxxx-Xxxxx Act, and the statements contained in any such certifications were, when made, complete and correct. (k) Since January 1, 2013, no Executive Officer or director of Parent has received from any former or current auditor, accountant, consultant or representative of Parent or any Governmental Authority, written notice of, any material complaint or allegation, whether written or oral, that Parent has engaged in material improper accounting practices. No attorney representing Parent has reported to the current Parent Board or any committee thereof or to any current director or Executive Officer of Parent evidence of a material violation of U.S. or other securities laws or material breach of fiduciary duty by Parent or any of its Subsidiaries. The Company officers or directors. (l) To Parent’s knowledge, no employee of Parent is providing, or since January 1, 2013 has provided, information to any law enforcement agency regarding any conduct which the employee reasonably believes constitutes a violation of, nor filed, caused to be filed, testified, participated in, or otherwise assisted in compliance with all applicable provisions a Proceeding relating to an alleged material violation of, chapter 63 of title 18, U.S. Code, sections 1341, 1343, 1344, or 1348, any rule or regulation of the SEC, or any provision of Federal law relating to fraud against shareholders as described in Section 806 of the Xxxxxxxx-Xxxxx Act and by Parent. (m) Except for such items that are of the applicable listing and corporate governance rules type to be set forth in the notes to the consolidated financial statements of NasdaqParent, Parent is not a party to any off-balance sheet contract or other “off-balance sheet arrangements” (as defined in each case Item 303(a)(4)(ii) of Regulation S-K of the SEC), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in all material respectsthe Parent SEC Documents.

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) As of Parent has filed with or furnished to the SEC on a timely basis, and made available to the Company, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent with or to the SEC since January 1, 2010 (collectively, together with any exhibits and schedules thereto, other information incorporated therein, and those that Parent may file after the date hereof, the Company has Made Available to “Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents”). (b) Since January 1, 2018 through As of its filing date (and as of the date hereofof any amendment), the Company has timely filed each Parent SEC Document complied as to form in all material respects with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary applicable requirements of the Company is required to file or furnish any report1933 Act and the 1934 Act, statement, schedule, exhibit, form, certificate or other document with as the SECcase may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company Parent SEC Document filed pursuant to the Exchange 1934 Act contained did not contain any untrue statement of a material fact or omitted omit to state 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. No Company . (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities 1933 Act, as of the date such registration statement or amendment became effective, contained did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there There are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) with respect to the Knowledge of Parent SEC Documents through the Companydate hereof. To Parent’s knowledge, none of the Company Parent SEC Documents is the subject of any ongoing investigation by the SECSEC review or investigation. (f) Parent and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. Each required form, report and document containing financial statements that has been filed with or furnished submitted to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the CompanyParent’s principal chief executive officer and principal chief financial officer, as applicable, officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to any Parent SEC Documents, except as disclosed in the Company Parent SEC Documents filed Documents. The management of Parent has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed and maintained disclosure controls and procedures to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to the management of Parent by others within those entities, and (ii) disclosed, based on the most recent evaluation of its chief executive officer and chief financial officer prior to the date hereof. Neither , to Parent’s auditors and the Company nor any audit committee of its Subsidiaries has outstanding Parent’s board of directors (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx ActA) any “extensions significant deficiencies in the Internal Controls of credit” Parent which would adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in Parent’s Internal Controls and (within the meaning B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s Internal Controls. None of Section 402 Ernst & Young LLP and all other independent public accountants of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company Parent or any Subsidiary of its Subsidiaries. The Company is otherwise Parent has resigned or been dismissed as independent public accountant of Parent or any Subsidiary of Parent as a result of or in compliance connection with any disagreement with Parent or any Subsidiary of Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (g) Since January 1, 2008, Parent has complied in all applicable provisions of the Xxxxxxxx-Xxxxx Act and material respects with the applicable listing and corporate governance rules and regulations of Nasdaq, in each case in all material respectsthe NASDAQ.