Common use of SEC Filings; Financial Statements; Internal Control Clause in Contracts

SEC Filings; Financial Statements; Internal Control. (a) XETA has filed all reports, financial statement schedules, registration statements, definitive proxy statements, and other statements and reports, including all exhibits to the foregoing documents, required to be filed by it with the SEC since November 1, 2007 (collectively, the “XETA SEC Reports”). As of their respective dates, (i) the XETA SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder (collectively, the “SEC Rules”) and (ii) none of the XETA SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been corrected or amended by subsequent filings with the SEC. No subsidiary of XETA is currently required to file any form, report or other document with the SEC under Section 13(a) or 15(d) of the Exchange Act. Since November 1, 2007, XETA has complied in all material respects with the Nasdaq Rules (as defined in Section 5.11). Since January 1, 2004, XETA has not received any correspondence from the SEC or the Nasdaq Stock Market, except as publicly disclosed in the XETA SEC Reports as disclosed on the SEC’s XXXXX database and except for correspondence relating to confidential treatment requests, copies of which have been provided to Parent and Sub. (b) The consolidated balance sheets and the related consolidated statements of operations, shareholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of XETA contained in the XETA SEC Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial condition and the consolidated results of operations and cash flows of XETA and its subsidiaries as of the dates or for the periods presented therein, all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end adjustments that are not material in the aggregate). (c) XETA has established and maintains: (i) disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which disclosure controls and procedures provide reasonable assurance that all material information relating to XETA, including its subsidiaries, is made known to management of XETA (including the chief executive officer and chief financial officer of XETA) by others within those entities; and (ii) its system of internal control over financial reporting which provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since November 1, 2007, neither XETA’s management, Audit Committee or its independent auditors have identified (y) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which affected or are reasonably likely to adversely affect XETA’s ability to record, process, summarize and report financial information; or (z) any fraud, whether or not material, that involves management or other employees who have a role in XETA’s internal control over financial reporting. (d) Each of the XETA SEC Reports filed with SEC was accompanied by all certifications required to be filed or submitted by XETA’s principal executive officer and principal financial officer, and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and SEC Rules. XETA maintains original executed copies of such certifications in accordance with SEC Rules. (e) No loans have been made by XETA or any of its subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Company since the adoption of the Xxxxxxxx-Xxxxx Act of 2002.

SEC Filings; Financial Statements; Internal Control. (a) XETA Edge has filed all reports, financial statement schedules, registration statements, definitive proxy statements, and other statements and reports, including all exhibits to the foregoing documents, documents required to be filed by it with the SEC since November January 1, 2007 2008 (collectively, the “XETA Edge SEC Reports”). As of their respective dates, (i) the XETA Edge SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder (collectively, the “SEC Rules”) and (ii) none of the XETA Edge SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been corrected or amended by subsequent filings with the SEC. No Edge subsidiary of XETA is currently required to file any form, report or other document with the SEC under Section 13(a) or 15(d) of the Exchange Act. Since November 1, 2007, XETA has complied in all material respects with the Nasdaq Rules (as defined in Section 5.11). Since January 1, 2004, XETA has not received any correspondence from the SEC or the Nasdaq Stock Market, except as publicly disclosed in the XETA SEC Reports as disclosed on the SEC’s XXXXX database and except for correspondence relating to confidential treatment requests, copies of which have been provided to Parent and Sub. (b) The consolidated balance sheets and historical financial statements of Edge, together with the related consolidated statements of operationsschedules and notes thereto, shareholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of XETA contained included in the XETA Edge SEC Reports comply present fairly, in all material respects with applicable accounting requirements (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), the consolidated financial position of Edge and its consolidated subsidiaries at the dates indicated and the published rules consolidated results of operations and regulations consolidated cash flows of Edge and its consolidated subsidiaries for the SEC with respect thereto, periods specified; and such historical financial statements have been prepared in conformity with GAAP (exceptapplied on a consistent basis throughout the periods involved, except as noted therein or, in the case of unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial condition and the consolidated results of operations and cash flows of XETA and its subsidiaries as of the dates or for the periods presented therein, all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end adjustments that are not material in the aggregate). (c) XETA Edge has established and maintains: (i) designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which disclosure controls and procedures provide reasonable assurance to ensure that all material information relating to XETAEdge, including its consolidated subsidiaries, is made known to management of XETA (including the chief executive officer and chief financial officer of XETA) Edge by others within those entities; entities and (ii) its system of designed internal control over financial reporting which provides to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since November January 1, 20072008, neither XETA’s management, Audit Committee or Edge nor its independent auditors have identified (y) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which affected were or are reasonably likely to adversely affect XETAEdge’s ability to record, process, summarize and report financial information; or (z) any fraud, whether or not material, that involves management or other employees who have a role in XETA’s internal control over financial reporting. (d) Each of the XETA SEC Reports filed with SEC was accompanied by all certifications required to be filed or submitted by XETA’s principal executive officer and principal financial officer, and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and SEC Rules. XETA maintains original executed copies of such certifications in accordance with SEC Rules. (e) No loans have been made by XETA or any of its subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Company since the adoption of the Xxxxxxxx-Xxxxx Act of 2002.

SEC Filings; Financial Statements; Internal Control. (a) XETA Parent has filed all reports, financial statement schedules, registration statements, definitive proxy statements, and other statements and reports, including all exhibits to the foregoing documents, documents required to be filed by it with the SEC since November January 1, 2007 2008 (collectively, the “XETA Parent SEC Reports”). As of their respective dates, (i) the XETA Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder (collectively, the “SEC Rules”) and (ii) none of the XETA Parent SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been corrected or amended by subsequent filings with the SEC. No Parent subsidiary of XETA is currently required to file any form, report or other document with the SEC under Section 13(a) or 15(d) of the Exchange Act. Since November 1, 2007, XETA has complied in all material respects with the Nasdaq Rules (as defined in Section 5.11). Since January 1, 2004, XETA has not received any correspondence from the SEC or the Nasdaq Stock Market, except as publicly disclosed in the XETA SEC Reports as disclosed on the SEC’s XXXXX database and except for correspondence relating to confidential treatment requests, copies of which have been provided to Parent and Sub. (b) The consolidated balance sheets and historical financial statements of Parent, together with the related consolidated statements of operationsschedules and notes thereto, shareholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of XETA contained included in the XETA Parent SEC Reports comply present fairly, in all material respects with applicable accounting requirements (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), the consolidated financial position of Parent and its consolidated subsidiaries at the dates indicated and the published rules consolidated results of operations and regulations consolidated cash flows of Parent and its consolidated subsidiaries for the SEC with respect thereto, periods specified; and such historical financial statements have been prepared in conformity with GAAP (exceptapplied on a consistent basis throughout the periods involved, except as noted therein or, in the case of unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial condition and the consolidated results of operations and cash flows of XETA and its subsidiaries as of the dates or for the periods presented therein, all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end adjustments that are not material in the aggregate). (c) XETA Parent has established and maintains: (i) designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which disclosure controls and procedures provide reasonable assurance to ensure that all material information relating to XETAParent, including its consolidated subsidiaries, is made known to management of XETA (including the chief executive officer and chief financial officer of XETA) Parent by others within those entities; entities and (ii) its system of designed internal control over financial reporting which provides to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since November January 1, 20072008, neither XETA’s management, Audit Committee or Parent nor its independent auditors have identified (y) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which affected were or are reasonably likely to adversely affect XETAParent’s ability to record, process, summarize and report financial information; or (z) any fraud, whether or not material, that involves management or other employees who have a role in XETA’s internal control over financial reporting. (d) Each of the XETA SEC Reports filed with SEC was accompanied by all certifications required to be filed or submitted by XETA’s principal executive officer and principal financial officer, and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and SEC Rules. XETA maintains original executed copies of such certifications in accordance with SEC Rules. (e) No loans have been made by XETA or any of its subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Company since the adoption of the Xxxxxxxx-Xxxxx Act of 2002.

SEC Filings; Financial Statements; Internal Control. (a) XETA The Company has timely filed or furnished all reportsforms, financial statement schedules, registration statements, definitive proxy statements, reports and other statements and reports, including all exhibits to the foregoing documents, documents required to be filed by it with the SEC since November January 1, 2007 2014 (the “Applicable Date”) (the forms, reports and other documents filed since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, collectively, the “XETA Company SEC Reports”). As of their respective dates, The Company SEC Reports (i) at the XETA SEC Reports time they were filed, and if amended, as of the date of such amendment, complied as to form in all material respects with the applicable requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations thereunder (collectivelypromulgated thereunder, each as in effect on the “SEC Rules”) date so filed, and (ii) none did not, at the time they were filed, or, if amended, as of the XETA SEC Reports contained date of such amendment, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been corrected . There are no outstanding or amended by subsequent filings with the SEC. No subsidiary of XETA is currently required to file any form, report or other document with unresolved comments in comment letters received from the SEC under or its staff, and none of the Company Subsidiaries is subject to the reporting requirements of Section 13(a) 13a or 15(d) 15d of the Exchange Act. Since November 1the Applicable Date, 2007, XETA the Company has complied been in compliance in all material respects with the Nasdaq Rules (as defined in Section 5.11). Since January 1, 2004, XETA has not received any correspondence from applicable listing and corporate governance rules and regulations of the SEC or the Nasdaq Stock Market, except as publicly disclosed in the XETA SEC Reports as disclosed on the SEC’s XXXXX database and except for correspondence relating to confidential treatment requests, copies of which have been provided to Parent and SubNASDAQ. (b) The For the past three (3) years, each of the consolidated balance sheets and the related consolidated financial statements of operations, shareholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of XETA contained in or incorporated by reference into the XETA Company SEC Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in conformity accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) IFRS applied on a consistent basis during throughout the periods involved covered thereby (except as otherwise noted therein may be indicated in such financial statements or to the extent notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPIFRS) and present each fairly presents, in all material respects respects, the consolidated financial condition and the consolidated position, results of operations operations, changes in shareholders’ equity and cash flows of XETA the Company and its subsidiaries consolidated Company Subsidiaries as of at the respective dates or thereof and for the respective periods presented therein, all in accordance with GAAP indicated therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments that and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), in accordance with IFRS. There are not material in no unconsolidated Company Subsidiaries within the aggregate)meaning of IFRS. (c) XETA Neither the Company nor any Company Subsidiary has any liabilities of any nature (whether accrued, absolute, fixed or contingent) that would be required by IFRS to be reflected on a consolidated balance sheet of the Company and the Company Subsidiaries, except liabilities (i) reflected or reserved against in the consolidated balance sheet included in its annual report filed on Form 20-F for the period ended December 31, 2016 (including the notes thereto), included in the Company SEC Reports, (ii) incurred pursuant to this Agreement or in connection with the Transactions, or (iii) that would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-K promulgated under the Securities Act. (d) The Company has established and maintains: (i) , and at all times since the Applicable Date has maintained, disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and internal control controls over financial reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f(f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act) which . Such disclosure controls and procedures provide reasonable assurance are effective to ensure that all material information relating required to XETAbe disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. Based on the Company’s management’s most recently completed evaluation of the Company’s internal control over financial reporting, including the Company has not identified (i) any material weakness or significant deficiency in the design or operation of its subsidiaries, is made known to management of XETA (including the chief executive officer and chief financial officer of XETA) by others within those entities; and (ii) its system of internal control over financial reporting which provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since November 1, 2007, neither XETA’s management, Audit Committee or its independent auditors have identified (y) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which affected or are is reasonably likely to adversely affect XETAthe Company’s ability to record, process, summarize and report financial information; information or (zii) any fraud, whether or not material, that involves management or other employees who have a significant role in XETAthe Company’s internal control over financial reporting. (de) Each The Company is in compliance in all material respects with the provisions of the XETA SEC Reports filed with SEC was accompanied by all certifications required to be filed or submitted by XETA’s principal executive officer and principal financial officer, and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and SEC Rules. XETA maintains original executed copies of such certifications in accordance with SEC Rules. (e) No loans have been made by XETA or any of its subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Company since the adoption of the XxxxxxxxSxxxxxxx-Xxxxx Act of 20022002 that are applicable to the Company.

SEC Filings; Financial Statements; Internal Control. (a) XETA The Company has timely filed or furnished all reportsforms, financial statement schedules, registration statements, definitive proxy statements, reports and other statements and reports, including all exhibits to the foregoing documents, documents required to be filed by it with the SEC since November January 1, 2007 2014 (the “Applicable Date”) (the forms, reports and other documents filed since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, collectively, the “XETA Company SEC Reports”). As of their respective dates, The Company SEC Reports (i) at the XETA SEC Reports time they were filed, and if amended, as of the date of such amendment, complied as to form in all material respects with the applicable requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations thereunder (collectivelypromulgated thereunder, each as in effect on the “SEC Rules”) date so filed, and (ii) none did not, at the time they were filed, or, if amended, as of the XETA SEC Reports contained date of such amendment, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been corrected . There are no outstanding or amended by subsequent filings with the SEC. No subsidiary of XETA is currently required to file any form, report or other document with unresolved comments in comment letters received from the SEC under or its staff, and none of the Company Subsidiaries is subject to the reporting requirements of Section 13(a) 13a or 15(d) 15d of the Exchange Act. Since November 1the Applicable Date, 2007, XETA the Company has complied been in compliance in all material respects with the Nasdaq Rules (as defined in Section 5.11). Since January 1, 2004, XETA has not received any correspondence from applicable listing and corporate governance rules and regulations of the SEC or the Nasdaq Stock Market, except as publicly disclosed in the XETA SEC Reports as disclosed on the SEC’s XXXXX database and except for correspondence relating to confidential treatment requests, copies of which have been provided to Parent and SubNASDAQ. (b) The For the past three (3) years, each of the consolidated balance sheets and the related consolidated financial statements of operations, shareholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of XETA contained in or incorporated by reference into the XETA Company SEC Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in conformity accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) IFRS applied on a consistent basis during throughout the periods involved covered thereby (except as otherwise noted therein may be indicated in such financial statements or to the extent notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPIFRS) and present each fairly presents, in all material respects respects, the consolidated financial condition and the consolidated position, results of operations operations, changes in shareholders’ equity and cash flows of XETA the Company and its subsidiaries consolidated Company Subsidiaries as of at the respective dates or thereof and for the respective periods presented therein, all in accordance with GAAP indicated therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments that and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), in accordance with IFRS. There are not material in no unconsolidated Company Subsidiaries within the aggregate)meaning of IFRS. (c) XETA Neither the Company nor any Company Subsidiary has any liabilities of any nature (whether accrued, absolute, fixed or contingent) that would be required by IFRS to be reflected on a consolidated balance sheet of the Company and the Company Subsidiaries, except liabilities (i) reflected or reserved against in the consolidated balance sheet included in its annual report filed on Form 20-F for the period ended December 31, 2016 (including the notes thereto), included in the Company SEC Reports, (ii) incurred pursuant to this Agreement or in connection with the Transactions, or (iii) that would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-K promulgated under the Securities Act. (d) The Company has established and maintains: (i) , and at all times since the Applicable Date has maintained, disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and internal control controls over financial reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f(f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 of the Exchange Act) which . Such disclosure controls and procedures provide reasonable assurance are effective to ensure that all material information relating required to XETAbe disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. Based on the Company’s management’s most recently completed evaluation of the Company’s internal control over financial reporting, including the Company has not identified (i) any material weakness or significant deficiency in the design or operation of its subsidiaries, is made known to management of XETA (including the chief executive officer and chief financial officer of XETA) by others within those entities; and (ii) its system of internal control over financial reporting which provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since November 1, 2007, neither XETA’s management, Audit Committee or its independent auditors have identified (y) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which affected or are is reasonably likely to adversely affect XETAthe Company’s ability to record, process, summarize and report financial information; information or (zii) any fraud, whether or not material, that involves management or other employees who have a significant role in XETAthe Company’s internal control over financial reporting. (d) Each of the XETA SEC Reports filed with SEC was accompanied by all certifications required to be filed or submitted by XETA’s principal executive officer and principal financial officer, and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and SEC Rules. XETA maintains original executed copies of such certifications in accordance with SEC Rules. (e) No loans have been made by XETA or any of its subsidiaries to any executive officer (as defined The Company is in Rule 3b-7 under compliance in all material respects with the Exchange Act) or director of Company since the adoption provisions of the Xxxxxxxx-Xxxxx Act of 20022002 that are applicable to the Company.

SEC Filings; Financial Statements; Internal Control. (a) XETA INX has filed all reports, financial statement schedules, registration statements, definitive proxy statements, and other statements and reports, including all exhibits to the foregoing documents, documents required to be filed by it with the SEC since November 1December 31, 2007 2008 (collectively, the “XETA INX SEC Reports”). As of their respective dates, (i) the XETA INX SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder (collectively, the “SEC Rules”) be and (ii) none of the XETA INX SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been corrected or amended by subsequent filings with the SEC. No subsidiary of XETA is currently required to file any form, report or other document with the SEC under Section 13(a) or 15(d) of the Exchange Act. Since November 1, 2007, XETA has complied in all material respects with the Nasdaq Rules (as defined in Section 5.11). Since January 1, 2004, XETA has not received any correspondence from the SEC or the Nasdaq Stock Market, except as publicly disclosed in the XETA SEC Reports as disclosed on the SEC’s XXXXX database and except for correspondence relating to confidential treatment requests, copies of which have been provided to Parent and Sub. (b) The consolidated balance sheets and the related consolidated statements of operations, shareholdersstockholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of XETA INX contained in the XETA INX SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial condition and the consolidated results of operations and cash flows of XETA and its subsidiaries INX as of the dates or for the periods presented therein, all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end adjustments that are not material in the aggregateadjustments). (c) XETA INX has established and maintains: (i) designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which disclosure controls and procedures to provide reasonable assurance that all material information relating to XETA, including its subsidiaries, INX is made known to management of XETA (including the chief executive officer and chief financial officer of XETA) INX by others within those entities; INX and (ii) its system of designed and maintained internal control over financial reporting which provides to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since November 1INX has disclosed, 2007based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, neither XETAto INX’s management, Audit Committee or its independent auditors have identified and the audit committee of the INX Board of Directors and on Section 2.7(c) of the INX Schedules (yi) any significant deficiencies or and material weaknesses in the design or operation of internal control controls over financial reporting which affected or are reasonably likely to that could adversely affect XETAin any material respect INX’s ability to record, process, summarize and report financial information; or information and (zii) any fraud, whether or not material, that involves management or other employees who have a significant role in XETAINX’s internal control controls over financial reporting. (d) Each . INX has made available to Parent such disclosures made to INX’s auditor or audit committee. For purposes of this Agreement, the XETA SEC Reports filed with SEC was accompanied by all certifications required terms “significant deficiency” and “material weakness” shall have the meaning assigned to be filed or submitted by XETA’s principal executive officer and principal financial officer, and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with all applicable requirements of the Securities Act or the Exchange Actthem in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the case may be, and SEC Rules. XETA maintains original executed copies date of such certifications in accordance with SEC Rulesthis Agreement. (e) No loans have been made by XETA or any of its subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Company since the adoption of the Xxxxxxxx-Xxxxx Act of 2002.

SEC Filings; Financial Statements; Internal Control. (a) XETA Parent has filed all reports, financial statement schedules, registration statements, definitive proxy statements, and other statements and reports, including all exhibits to the foregoing documents, documents required to be filed by it with the SEC since November January 1, 2007 2008 (collectively, the “XETA Parent SEC Reports”). As of their respective dates, (i) the XETA Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder (collectively, the “SEC Rules”) and (ii) none of the XETA Parent SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been corrected or amended by subsequent filings with the SEC. No Parent subsidiary of XETA is currently required to file any form, report or other document with the SEC under Section 13(a) or 15(d) of the Exchange Act. Since November 1There are no outstanding comments from, 2007or unresolved issues raised by, XETA has complied in all material respects with the Nasdaq Rules (as defined in Section 5.11). Since January 1, 2004, XETA has not received any correspondence from the SEC with respect to the Parent SEC Reports. No enforcement action has been initiated, or to the Nasdaq Stock Marketknowledge of Parent, except as publicly disclosed in the XETA SEC Reports as disclosed on the SEC’s XXXXX database and except for correspondence is threatened, against Parent relating to confidential treatment requests, copies of which have been provided to disclosures contained in any Parent and SubSEC Report. (b) The consolidated balance sheets and historical financial statements of Parent, together with the related consolidated statements of operationsschedules and notes thereto, shareholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of XETA contained included in the XETA Parent SEC Reports comply present fairly, in all material respects with applicable accounting requirements (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), the consolidated financial position of Parent and its consolidated subsidiaries at the dates indicated and the published rules consolidated results of operations and regulations consolidated cash flows of Parent and its consolidated subsidiaries for the SEC with respect thereto, periods specified; and such historical financial statements have been prepared in conformity with GAAP (exceptapplied on a consistent basis throughout the periods involved, except as noted therein or, in the case of unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial condition and the consolidated results of operations and cash flows of XETA and its subsidiaries as of the dates or for the periods presented therein, all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end adjustments that are not material in the aggregate). (c) XETA Parent has established designed and maintains: (i) disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which disclosure controls and procedures provide reasonable assurance that all material information relating to XETA, including its subsidiaries, is made known to management of XETA (including the chief executive officer and chief financial officer of XETA) by others within those entities; and (ii) its maintains a system of internal control over financial reporting which provides accounting controls sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (1) receipts and expenditures are made only in accordance with management’s general or specific authorization, (2) transactions are recorded as necessary to permit preparation of the financial statements of Parent in accordance with GAAP and to maintain accountability for the assets of Parent and its subsidiaries, as applicable, (3) access to such assets is permitted only in accordance with management’s general or specific authorization, (4) the reporting of such assets is compared with existing assets at reasonable intervals, and (5) records are maintained in reasonable detail, accurately and fairly to reflect the transactions and dispositions of Parent and its subsidiaries. Since November Parent has (1) designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to Parent and its subsidiaries is made known to the management of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Parent SEC Reports and (2) disclosed, 2007based on its most recent evaluation prior to the date of this Agreement, neither XETAto Parent’s managementoutside auditors and the audit committee of the Parent Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (within the meaning of Rule 13a-l5(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, Audit Committee 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 over financial reporting. There is no reason to believe that Parent’s outside auditors, chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the regulations promulgated thereunder (“SOX”), without qualification, when next due. Based on the evaluation of its independent auditors have identified internal controls and procedures, Parent is not aware of (yi) any significant deficiencies or material weaknesses in the design or operation of its internal control controls over financial reporting which affected or (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that are reasonably likely to adversely affect XETA’s the ability of Parent to record, process, summarize and report financial informationdata; or (zii) any fraud, whether or not material, that involves management or other employees who have a role in XETAParent’s internal control controls over financial reporting. (d) Each Parent has adopted a code of the XETA SEC Reports filed with SEC was accompanied ethics, as defined by all certifications required Item 406(b) of Regulation S-K applicable to be filed or submitted by XETA’s its principal executive officer and officer, principal financial officer, andcomptroller or principal accounting officer, at the time or persons performing similar functions. Parent has promptly disclosed any change in or waiver of filing or submission its code of each ethics with respect to any such certification, such certification was true and accurate and complied with all applicable requirements of the Securities Act or the Exchange Actpersons, as required by Section 406(b) of SOX. To the case may beknowledge of Parent, and SEC Rules. XETA maintains original executed copies there have been no violations of provisions of such certifications in accordance with SEC Rulescodes of ethics by any such persons since January 1, 2008. (e) No loans have been made by XETA Since January 1, 2008, (i) neither Parent nor any of its subsidiaries nor, to the knowledge of Parent, any officer, director, employee or agent of Parent or any of its subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of either Parent or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that either Parent or any of its subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing either Parent or any of its subsidiaries, whether or not employed by either Parent or any of its subsidiaries, has reported evidence of a material violation of Applicable Laws, breach of fiduciary duty or similar violation by either Parent or any of its subsidiaries or their officers, directors, employees or agents to Parent or the Parent Board of Directors or any committee thereof or to any executive officer of either Parent or any of its subsidiaries. (as defined f) Xxxx Xxxxxx LLP, who audited the audited financial statements contained in Rule 3b-7 under Parent’s Annual Report on Form 10-K for the Exchange Act) or director of Company since year ended December 31, 2011, is an independent registered public accounting firm with respect to Parent within the adoption meaning of the Xxxxxxxx-Xxxxx Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States). (g) Parent has made available (to the extent not available to the public on the SEC’s XXXXX website) to GT each Parent SEC Report, each in the form (including exhibits and any amendments thereto) filed with or furnished to the SEC prior to the date of 2002this Agreement.